Common use of ESOP Clause in Contracts

ESOP. (a) As of the Closing Date and at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As of the Closing Date and and, to the Borrower’s knowledge at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)4.29, each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders Agent (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a material adverse effect upon the Agent or any of the Lenders or otherwise have a Material Adverse Effect. As of the Closing Date and and, to the Borrower’s knowledge at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and and, to the Borrower’s knowledge at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and and, to the Borrower’s knowledge, at all times thereafter, none of the assets of the Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue CodeIRC, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue CodeIRC. (d) As of the Closing Date and and, to the Borrower’s knowledge, at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code IRC has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue CodeIRC, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue CodeIRC, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue CodeIRC. (f) Borrower has provided Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and Borrower has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner material respect without the prior written consent of the Requisite LendersAgent, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect replacement required by the Internal Revenue Service or by applicable law (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue CodeIRC) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue CodeIRC, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue CodeIRC. (h) Neither the Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code IRC with respect to any “disposition” by the ESOT of any shares of Equity Interests of the Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Internal Revenue Service Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor nor, to the Borrower’s knowledge, the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)3.23, each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to the Administrative Agent without the consent of the Requisite Lenders Administrative Agent (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a material adverse effect upon the Administrative Agent or any of the Lenders or otherwise have a Material Adverse Effect. As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and and, to the best of the Borrower’s knowledge at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, none of the assets of the Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) The Borrower has provided the Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by the Borrower, or which concern the Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any material manner without the prior written consent of the Requisite LendersAdministrative Agent, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect replacement required by the IRS or by applicable law (and the Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to the Administrative Agent prior to the execution thereof). (g) To the Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between the Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that the Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither the Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of the Borrower. (i) To the Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service IRS to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor nor, to the best of the Borrower’s knowledge, the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As All of the Closing Date and at all times thereafter, shares of Company Common Stock owned by the ESOP has been are “employer securities” as that term is defined in compliance in all material respects with applicable provisions Section 409(l) of ERISA and the Internal Revenue Code and “qualifying employer securities” as defined in Section 407(d)(5) of ERISA. Through and including the regulations and published interpretations thereunderClosing Date, and all activities carried on by the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)ESOP in respect of Company Common Stock, each including any repurchases by the Company of Company Common Stock from distributees of the ESOP Plan Documents is in full force and effect and no term or condition thereof has ESOP, have been amended, modified or waived from conducted on the terms and conditions contained in basis of valuations prepared by an independent appraiser meeting the ESOP Plan Documents delivered to Administrative Agent without the consent requirements of Section 401(a)(28)(C) of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunderCode. (b) As The ESOP constitutes an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Closing Date Code and at all times thereafter, Section 407(d)(6) of ERISA. The ESOP was validly authorized and established pursuant to applicable Laws. The Trust is a trust duly formed in accordance with the execution, delivery and performance of each laws of the ESOP Plan Documents to which State of Illinois and the ESOT Trust is a party do not (i) conflict with validly existing under the ESOP Plan Documents, (ii) conflict with any requirement laws of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authoritythe State of Illinois. (c) As The ESOP has not made a “prohibited allocation” or had a “nonallocation year” as each term is defined under Section 409(p) of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As To the Knowledge of the Closing Date and at all times thereafterCompany, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each fiduciary of the ESOP Plan Documents pursuant has any liability for breach of fiduciary duty or any other failure to which act or comply in connection with the administration or investment of the assets of the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or nor (i) engaged in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 4975(e) of the Code or Section 406 of ERISA that could directly or indirectly subject the ESOP, the Trust or the Company to any liability imposed by Section 4975 of the Internal Revenue CodeCode or Sections 406 or 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as described in Section 404 of ERISA) that could directly or indirectly subject the ESOP, the Trust or the Company (directly or indirectly) to any liability under Section 502 of ERISA. To the Knowledge of the Company, no fiduciary of the ESOP has any liability or potential liability for breach of fiduciary duty in connection with the execution, delivery or performance of this Agreement or the sale of the Company Common Stock or the other transactions contemplated hereby. (he) Neither Borrower nor any of its Subsidiaries is or shall be subject With respect to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. ESOP, (i) To Borrower’s knowledge, there is no investigation or review requirement other than as required by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect applicable Law that the ESOP is participants consider, vote upon or otherwise instruct the Trustee on the sale of the Company Common Stock or related transactions contemplated thereto and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the Company and the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent have at all times complied with the accuracy pass-through voting requirements of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (jSection 409(e) As of the Closing Date, Code and the ESOP has not incurred any Indebtedness (including any guarantee adequate consideration requirements of Indebtedness Section 408(e) of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j)ERISA.

ESOP. (a) As of the Closing Date and at all times thereafterEffective Date, the Citizens Employee Stock Ownership Plan (the "Citizens ESOP") shall be terminated, all shares of Citizens Common Stock held by the Citizens ESOP has been shall be converted into rights to receive the Merger Consideration in compliance respect thereof, all outstanding indebtedness of the Citizens ESOP shall be repaid, any assets remaining in all material respects with applicable provisions the suspense fund under the Citizens ESOP shall be allocated to Participants' Company Contribution Accounts under the Citizens ESOP either pursuant to Sections 4.2 and 8.7(h) of ERISA and the Internal Revenue Code and Citizens ESOP in the regulations and published interpretations thereundercase of amounts attributable to Company Contributions made prior to the Effective Date for the Plan Year which includes the Effective Date or pursuant to Section 8.7(j) of the Citizens ESOP in the case of any other amounts, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each net assets of the Citizens ESOP Plan Documents shall be distributed to Participants under the Citizens ESOP and their Beneficiaries, subject to the receipt of a favorable determination letter from the IRS and except as otherwise required by applicable law. Citizens shall file the notifications or applications with the IRS necessary to comply with the provisions of this Section 6.16. If for any reason the IRS will not permit the Citizens ESOP to be terminated or distributions be made to employees of Citizens and its Subsidiaries as provided above unless the Citizens ESOP is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld)Citizens may make such required amendment; provided, except to the extent such amendmenthowever, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not that (i) conflict with no such amendment shall require or have the effect of requiring Lincoln or its Subsidiaries to make any contributions to the Citizens ESOP Plan Documentsat or after the Effective Time, (ii) conflict with no such amendment shall require or have the effect of requiring Citizens or its Subsidiaries to make any requirement of lawcontributions to the Citizens ESOP at or prior to the Effective Time in addition to any contributions that otherwise would be required, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As such amendment shall be conditioned upon its not having an adverse effect upon the qualified status of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the Citizens ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and (iv) no such amendment shall require or have the effect of requiring the continuation of the Citizens ESOP includes two components, one of which is a stock bonus plan that constitutes after the Effective Date except to the extent and for so long as the Citizens ESOP may be so continued without having an employee stock ownership plan as defined in adverse effect on the qualified status under Section 4975(e)(7401(a) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), employee pension benefit plan of Lincoln or a Subsidiary of Lincoln that is intended to be so qualified. Citizens and its Subsidiaries shall make no contributions to the Citizens ESOP between the date hereof and the Effective Date other than its obligations under such as may be required to maintain the tax-qualified status of the Citizens ESOP Plan Documents or to enable the extent constituting Indebtedness, including Citizens ESOP to make required payments on the loans currently outstanding PTE 80-26 loans set forth on Schedule 4.29(j)to it.

ESOP. The Company has granted options to its employees under the Employee Stock Option Scheme (aESOS) As scheme and as on the date of this Agreement, 650,000 (six lakhs fifty thousand) options carrying the right to purchase to an equal number of Equity Shares are outstanding; Shares duly authorised and freely transferable. The Purchase Shares are, and will be, in compliance with law. Upon Transfer of the Purchase Shares in favour of the Purchaser on the Final Closing Date and at all times thereafterDate, the ESOP has been in compliance in all material respects Purchase Shares will rank pari passu with applicable provisions the other Equity Shares, the Purchaser will be the absolute legal and beneficial owners of ERISA 1,953,770 Equity Shares and the Internal Revenue Code Purchaser will have a clear title thereto and will hold the regulations Purchase Shares free and published interpretations thereunderclear of all Encumbrances. After Final Closing Date, the Purchaser will have good right, full power and absolute authority to Transfer the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)Purchase Shares, each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived free from the terms and conditions contained any restriction in the ESOP Plan Charter Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed any third party claim or complied with by the ESOT, and no unmatured default, default or breach demand of any covenant by any such party exists thereunder. (b) As of nature, subject to a lock in period, upon the Closing Date and at all times thereafter, Proposed IPO or the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” IPO (as defined in Section 3(14the case may be) as per Securities and Exchange Board of ERISA India (Disclosure and Section 4975 of Purchaser Protection) Guidelines, 2000; No Immunity: Neither the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower Company nor any of its Subsidiaries is property or shall be subject to the tax imposed by Section 4978 asset enjoys any right of the Internal Revenue Code immunity from set‑off, suit or execution proceedings with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation its assets or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under this Agreement; Financial Statements: The financial statements of the ESOP Plan Documents to Company for the extent constituting Indebtednessperiod ending on March 31, including 2007 (the outstanding PTE 80-26 loans set forth on Schedule 4.29(j"Accounts"): have been prepared in accordance with the Accounting Principles, and give a true and fair view of the financial condition of the Company as of the date as of which they were prepared and the results of the Company's operations during the period then ended; and disclose all liabilities (contingent or otherwise) of the Company, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Company (whether or not such commitments have been disclosed in such financial statements).;

ESOP. (a) As The Seller ESOP Plan constitutes, and since inception has constituted, an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Closing Date Code and at all times thereafterSection 407(d)(6) of ERISA and, to the Knowledge of the Company and to the Knowledge of the Seller ESOP has been in compliance Trustee, meets in all material respects with the applicable provisions requirements of ERISA Section 409(a) and Section 409(p) of the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT Phantom Equity Plan has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except taken into account to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As required by Section 409(p) of the Closing Date and at all times thereafter, Code for purposes of determining whether a “prohibited allocation” has occurred. The Company has received a favorable opinion or determination letter from the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to IRS upon which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred it can rely with respect to the ESOP, qualification of the Seller ESOP Plan as an “employee stock ownership plan” and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and to the Knowledge of the Company and to the Knowledge of the Seller ESOP includes two componentsTrustee, one there are no facts or circumstances that would reasonably be expected to adversely affect the qualification of which is a stock bonus plan that constitutes an employee stock ownership plan the Seller ESOP Plan. The Shares held by the Seller ESOP Trust constitute “employer securities” as defined in Section 4975(e)(7409(l) of the Internal Revenue CodeCode and “qualifying employer securities” as defined in Section 407(d)(5) of ERISA. The Seller ESOP Trust currently is, and to the other is a profit sharing plan that includes a cash or deferred arrangement Knowledge of the Company and to the Knowledge of the Seller ESOP Trustee, at all times since its inception has been, tax-exempt under Section 401(k501(a) of the Internal Revenue Code. (b) The Seller ESOP Trust is a trust duly created and is validly existing under applicable Law. The Seller ESOP Trustee has been duly appointed as the trustee of the Seller ESOP Trust and a named fiduciary of the Seller ESOP Plan. (c) The Seller ESOP Trust has no outstanding Indebtedness obligations to the Company or any other Person. (d) To the Knowledge of the Company, no Person has engaged in a Prohibited Transaction which could directly or indirectly subject the Seller ESOP Plan or the Company to any material liability (including a tax, penalty, or interest) imposed by Section 4975 of the Code, Section 406 of ERISA, or Section 502(i) of ERISA. None of the execution, delivery or performance by the Seller ESOP Trustee of this Agreement and any Transaction Document to which it is or will become a party with respect to the consummation of the sale of the Shares under this Agreement has resulted in or would reasonably be expected to result in a disposition in violation of Section 4978 of the Code with respect to the Seller ESOP Plan. (e) No fiduciary of the Seller ESOP Plan has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with such fiduciary’s administration or investment of the assets of the Seller ESOP Plan. (f) Borrower has provided Administrative Agent with a complete and true copy of each There is no Action (i) pending or to the Knowledge of the Company or to the Knowledge of the Seller ESOP Plan Documents pursuant to which Trustee, threatened against the Company by the Seller ESOP and the ESOT are maintained by BorrowerTrust, or which concern Borrower’s obligations (ii) pending or, to the Knowledge of the Company or to the Knowledge of the Seller ESOP Trustee, threatened against the Seller ESOP Plan, the Seller ESOP Trustee or the Company with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such Seller ESOP Plan Documents in by any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof)participants. (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose The Company has in all material respects complied with the valuation requirements of Section 406 408(e) of ERISA or ERISA. The Company has complied with the voting requirements of Section 4975 409(e) of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any Schedule 5.16(h) of its Subsidiaries is or shall be subject the Disclosure Schedule sets forth all service agreements and documents that provide for indemnification in favor of a service provider to the tax imposed by Section 4978 ESOP Plan, the Seller ESOP Trustee, the Seller ESOP Trustee Independent Financial Advisor, or any other fiduciary of the Internal Revenue Code Seller ESOP Plan or such fiduciary’s financial advisors in connection with any prior transactions involving the Seller ESOP Plan or the consummation of the sale of the Shares and the other transactions contemplated hereby, with respect to any “disposition” by which the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental AgencyCompany has, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effectany material Liability. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. With respect to the ESOP: (ai) As of the Closing Date take all necessary actions to preserve and at all times thereafter, keep the ESOP has been in compliance effect and comply in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each terms of the ESOP Plan Documents is Plan; (ii) comply in full force all material respects with the Code and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in ERISA as applicable to the ESOP Plan Documents delivered and with all other laws and regulations applicable thereto, (iii) furnish to Administrative the Agent without the consent as soon as practicable, copies of the Requisite Lenders ERISA annual reports, any ESOP valuation reports, IRS determination letter, notices, financial statements and repurchase liability studies; (which consent shall not be unreasonably withheld)iv) permit the Agent to examine the books, except records and other documents relating to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date properties and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each affairs of the ESOP Plan Documents in the possession of Borrower which it has authority to which disclose and to make memorandum and extracts from such books, records and other documents, and discuss with any representative of the ESOT is a party do not Agent the affairs, finances and accounts of the ESOP; (iv) conflict with take all necessary actions to cause and permit the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of pay and discharge from the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP all taxes, fees, assessments and governmental charges or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior to the date on which penalties attach thereto, and no Loan hereunder constitutes pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Agent of any late contribution to the ESOP or shall constitute of any late filing of an annual report or give rise other document required to be filed with a Governmental Agency or of any such non-exempt prohibited transaction. litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (evii) The operate the ESOP is qualified under to meet the requirements of (A) Section 401(a410(b) of the Internal Revenue Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) take all necessary actions to apply for and obtain a favorable determination letter from the IRS that the ESOP includes two componentsis tax-qualified and tax-exempt under Sections 401(a) and 501(a), one respectively, of which the Code and is a stock bonus plan that constitutes an "employee stock ownership plan as defined in plan" within the meaning of Section 4975(e)(7) of the Internal Revenue Code, ; and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (fix) Borrower has provided Administrative Agent with a complete and true copy of each will make contributions to the ESOP sufficient to enable the trustee of the ESOP Plan Documents pursuant to which the ESOP pay in a timely manner all scheduled principal and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations interest repayments due under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j)Loan.

ESOP. (ai) As of the Closing Date The ESOP has been operated and administered at all times thereafter, the ESOP has been in compliance in all material respects with its terms and with the provisions of applicable Law, including applicable provisions of ERISA and the Internal Revenue Code and Code. Since its inception, the regulations and published interpretations thereunder, and the ESOT ESOP has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required intended to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code and is intended to be exempt from tax under Section 501(a) of the Code, and the ESOP includes two componentshas intended to be qualified as a valid “employee stock ownership plan” (within the meaning of sections 409 and 4975(e)(7) of the Code) and to the Knowledge of the Company, one there has been no act or omission that would reasonably be expected to adversely affect the tax-qualified status of which is a stock bonus plan that constitutes the ESOP, the tax-exempt status of the trust under the ESOP or the validity of the ESOP as an employee stock ownership plan (within the meaning of sections 409 and 4975(e)(7) of the Code). Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, the ESOP plan document has been timely amended and a restated plan document was adopted by the Company on March 27, 2009. (ii) Except as set forth in Section 4.11(n)(ii) of the Company Disclosure Schedule, (a) there are no loans or other extensions of credit between the ESOP and any other Person; (b) there are no Shares held in the ESOP that have not been allocated to the accounts of participants or beneficiaries of the ESOP; and (c) all contributions to the ESOP due with respect to periods ending on or prior to the Closing have been timely made and all such contributions that are not yet due shall have been made prior to the Closing. (iii) As promptly as practicable following execution of this Agreement, the ESOP will be amended so that during the pendency of the transactions contemplated by this Agreement, and continuing through and subsequent to Closing, should it occur, the Trustee shall be fully independent of any direction and empowered to act as a discretionary and independent Trustee with sole authority, power, and responsibility, subject to ERISA, to determine whether the ESOP will participate in the transactions contemplated by this Agreement, to represent the participants and beneficiaries of the ESOP in all respects, and to determine and conduct the procedure whereby any voting rights with respect to Shares held by the ESOP are required to be passed through to participants in or beneficiaries or alternate payees of the ESOP with regard to the transactions contemplated by this Agreement. On or prior to the date hereof, the Trustee has obtained from Empire Valuation Consultants, LLC (“ESOP Advisor”), an “independent appraiser” (within the meaning of section 401(a)(28)(C) of the Code), an oral statement directed solely to the Trustee stating that, based upon information and analysis received by the ESOP Advisor as of September 13, 2010, as of the date hereof, it is anticipated that (i) the Per Share Closing Payment Consideration to be paid to the ESOP in connection with the transactions contemplated by this Agreement is at least equal to fair market value (as such term is used for adequate consideration purposes as defined in Section 4975(e)(73(18)(B) of ERISA and the proposed regulations thereunder) of the Internal Revenue CodeShares owned by the ESOP; and (ii) that the terms of the transactions contemplated by this Agreement as a whole are fair and reasonable to the ESOP (and its participants and beneficiaries) from a financial point of view (the “Preliminary Fairness Opinion”). On or prior to the date hereof, the Trustee has advised Parent of Trustee’s receipt of the Preliminary Fairness Opinion. Prior to the date of the Shareholders’ Meeting, the Trustee has obtained from the ESOP Advisor an opinion (the “Fairness Opinion”) directed solely to the Trustee and on which the Trustee shall be entitled to rely, stating that based upon information and analysis received by the ESOP Advisor as of a specified date reasonably proximate to the date of such Shareholders’ Meeting, (i) the Per Share Closing Payment Consideration to be paid to the ESOP in connection with the transactions contemplated by this Agreement is at least equal to the fair market value (as such term is used for adequate consideration purposes as defined in Section 3(18)(B) of ERISA and the proposed regulations thereunder) of the Shares owned by the ESOP; and (ii) that the terms of the transactions contemplated by this Agreement as a whole are fair and reasonable to the ESOP (and its participants and beneficiaries) from a financial point of view. A true and complete copy of the Fairness Opinion and the opinion described in Section 8.1(d) (if any) shall be promptly provided to Parent. Prior to the date hereof, the Trustee has advised the Company that the Trustee intends to recommend to the ESOP participants in the Proxy Statement that such participants direct the Trustee with respect to the Shares allocated to their respective accounts under the ESOP to vote in favor of the Agreement and the transactions contemplated herein. (iv) (A) The ESOP’s conversion of Shares pursuant to this Agreement into the right to receive, and the ESOP’s receipt of, Per Share Merger Consideration (I) will not result in a violation of ERISA, the Code, or any other is Law applicable to the ESOP, including, a profit sharing plan that includes a cash violation of section 406 or deferred arrangement under Section 401(k) section 407 of ERISA or section 4975 of the Internal Revenue Code. , (fII) Borrower has provided Administrative Agent with will not result in a complete and true copy violation of each of the ESOP Plan Documents pursuant any agreement to which the ESOP is a party or is otherwise bound, and (III) will not result in the ESOT are maintained by Borrowerimposition of any excise Tax on any Person, including, any excise Tax under section 4975 or which concern Borrower’s obligations section 4978 of the Code, and (B) in accordance with the terms of the ESOP documents and applicable Law, voting rights with respect to Shares held by the ESOP and ESOT, as are required to be passed through to participants in or beneficiaries or alternate payees of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent with regard to approval of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof)Merger. (gv) To Borrower’s knowledgeThere is no investigation, no Loan hereunder is (for any purpose of Section 406 of ERISA audit or Section 4975 Proceeding pending or, to the Knowledge of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT whichCompany, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concludedthreatened, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein in this Section 4.11(n) was, or has or will at any time become, become inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (iA) periodic timely requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a tax-qualified plan under section 401(a) of the Code and an employee stock ownership plan, plan and that the trust under the ESOP continues to be a tax-exempt trust under section 501(a) of the Code and (iiB) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefitsseries), and neither no Trustee or other fiduciary of the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to to, or inconsistent with the accuracy of of, any such representation which assertion could reasonably be expected to have a Material Adverse Effectrepresentation. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)3.24, each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to the Administrative Agent without the consent of the Requisite Lenders Administrative Agent (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a material adverse effect upon the Administrative Agent or any of the Lenders or otherwise have a Material Adverse Effect. As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and and, to the best of the Borrower’s knowledge at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, none of the assets of the Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) The Borrower has provided the Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by the Borrower, or which concern the Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any material manner without the prior written consent of the Requisite LendersAdministrative Agent, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect replacement required by the IRS or by applicable law (and the Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to the Administrative Agent prior to the execution thereof). (g) To the Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between the Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that the Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither the Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of the Borrower. (i) To the Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service IRS to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor nor, to the best of the Borrower’s knowledge, the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a)3.22, each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to the Administrative Agent without the consent of the Requisite Lenders Administrative Agent (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a material adverse effect upon the Administrative Agent or any of the Lenders or otherwise have a Material Adverse Effect. As of the Closing Date and and, to the best of Borrower’s knowledge at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and and, to the best of the Borrower’s knowledge at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, none of the assets of the Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and and, to the best of the Borrower’s knowledge, at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) The Borrower has provided the Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by the Borrower, or which concern the Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any material manner without the prior written consent of the Requisite LendersAdministrative Agent, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect replacement required by the Internal Revenue Service or by applicable law (and the Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to the Administrative Agent prior to the execution thereof). (g) To the Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between the Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that the Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither the Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of the Borrower. (i) To the Borrower’s knowledge, there is no investigation or review by any Governmental AgencyAuthority, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service IRS to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor nor, to the best of the Borrower’s knowledge, the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. (a) As A true, correct and complete copy of the Closing Date and at all times thereafter, the ESOP has been delivered or made available by the Company to Buyer, and as so made available is in compliance in full force and effect on the date of this Agreement. The ESOP is now and has been at all material respects with applicable provisions times since its inception a qualified plan and tax exempt trust within the meaning of Sections 401(a) and 501(a) of the Code, and a qualified employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code. (b) No prohibited transactions (within the meaning of Section 406 of ERISA and and/or Section 4975 of the Internal Revenue Code and Code) have occurred with respect to the regulations and published interpretations thereunderESOP for which an exemption is not available, and no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the ESOT has been duly organized and administration or investment of the assets of the ESOP. The sale of the ESOP’s shares of Company Common Stock pursuant to this Agreement is not a validly existing trust. nonexempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code. (c) Except as set forth on Schedule 4.29(a3.34(c), each of the ESOP Plan Documents there is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets existing indebtedness of the ESOP or the Company relating to the ESOP or such fiduciaries’ financial advisors in connection with any other “plan” as defined in Section 3(3) of ERISA prior transactions involving the ESOP or Section 4975 of the Internal Revenue Codetransactions contemplated hereby. (d) As Schedule 3.34(d) sets forth any documents that provide for indemnification of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 fiduciaries of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue CodeTrustee has been duly and properly appointed and granted full authority to act as ESOP Trustee and exercise trust powers thereunder, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of Trustee has been authorized to exercise such authority and powers and shall have full power and authority to perform the Internal Revenue Code, ESOP’s obligations under this Agreement and to carry out the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Codetransactions herein contemplated. (f) Borrower has provided Administrative Agent with a complete The ESOP Trustee and true copy of the ESOP have full power, right and authority to enter into and perform their obligations under this Agreement and each of the ESOP Plan Documents pursuant other agreements, documents and instruments to which the ESOP they and the ESOT Company are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof)parties. (g) To BorrowerThere have been no breaches by the Company or, to the Company’s knowledgeKnowledge, no Loan hereunder is (for any purpose by the ESOP Trustee, of the fiduciary requirements set forth in Section 406 404 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT ESOP, the ESOP’s participants and beneficiaries or this Agreement, and, to the Knowledge of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledgethe Company, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) basis for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effectsame. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

ESOP. With respect to the ESOP: (ai) As of the Closing Date take all necessary actions to preserve and at all times thereafter, keep the ESOP has been in compliance effect and comply in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each terms of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered Loan; (ii) comply in all material respects with the Code and ERISA as applicable to Administrative Agent without the consent ESOP and with all other laws and regulations applicable thereto, (iii) furnish to the Lender as soon as practicable, copies of the Requisite Lenders ERISA annual reports, IRS determination letter, notices, financial statements and repurchase liability studies; (which consent shall not be unreasonably withheld)iv) permit the Lender to examine the books, except records and other documents relating to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date properties and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each affairs of the ESOP Plan Documents in the possession of Borrower which it has authority to which disclose and to make memoranda and extracts from such books, records and other documents, and discuss with any representative of the ESOT is a party do not Lender the affairs, finances and accounts of the ESOP; (iv) conflict with take all necessary actions to cause and permit the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of pay and discharge from the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP all taxes, fees, assessments and governmental charges or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to levies imposed upon the ESOP, and no Loan hereunder constitutes or shall constitute upon the ESOP's income or give rise to profits or upon any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each property of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledgedate on which penalties attach thereto, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT pay all lawful claims which, if it is assumed that Administrative Agent and the Lenders are “parties unpaid, might become a Lien; (vi) promptly give notice in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject writing to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT Lender of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOT relevant as ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to whether any representation set forth herein wasthe extent of Borrower's knowledge thereof, or has or will at any time becomethe nature thereof, inaccurate or breached orand the course of action proposed to be taken in connection therewith, if it were any; (vii) operate the ESOP to be made at any time prior to meet the satisfaction of all Obligations, would be inaccurate when made (other than in respect requirements of (iA) periodic requests Section 410(b) of the Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Internal Revenue Service Code, relating to issue a favorable determination letter prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) in the effect event that the ESOP is amended and continues to be a such amendment could affect the tax qualified plan and status of the ESOP or its status as an employee stock ownership plan, (iitake all necessary actions to apply for and obtain a favorable determination letter from the IRS that the ESOP, as amended, is tax qualified and is an "employee stock ownership plan" within the meaning of Section 4975(e)(7) Annual Reports (IRS Form 5500 Series) for of the ESOP Code; and (iiiix) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect Borrower will make contributions to the ESOP or sufficient to enable the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As trustee of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations to pay in a timely manner all scheduled principal and interest repayments due under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j)Loan.