Common use of Pension and Benefit Plans Clause in Contracts

Pension and Benefit Plans. (a) Except as set forth in the Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer true and complete copies of each policy, Agreement or other Document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer XxXxxx true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer XxXxxx true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) Section 3.16(d) of the Company Disclosure Schedule sets forth each Individual Account Plan (as defined in Article X) that is an ESOP (as defined in Article X) (indicating whether such ESOP is leveraged) or otherwise invests in employer securities (as such term is defined in Section 409(l) of the Code). The Company has furnished to XxXxxx true and complete copies of all loan Agreements and other related Documents for each leveraged ESOP. (e) The funding method used under each Minimum-Funding Plan (as defined in Article X) does not violate the funding requirements in Title I, Subtitle B, Part 3, of ERISA (as defined in Article X). For each Defined Benefit Plan (as defined in Article X), the Company has furnished to XxXxxx a true and complete copy of the actuarial valuation reports issued by the actuaries of that Defined Benefit Plan for the three (3) most recent plan years, setting forth: (i) the actuarial present value (based upon the same actuarial assumptions as were used for that period for funding purposes) of all vested and nonvested accrued benefits under that Defined Benefit Plan; (ii) the actuarial present value (based upon the same actuarial assumptions, other than turnover assumptions, as were used for that period for funding purposes) of vested benefits under that Defined Benefit Plan; (iii) the net fair market value of that Defined Benefit Plan's Assets; and (iv) a detailed description of the funding method used under that Defined Benefit Plan. (f) No "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Minimum-Funding Plan. No security is required under Section 401(a)(29) of the Code as to any Minimum-Funding Plan. Section 3.16(f) of the Company Disclosure Schedule sets forth all unpaid obligations and liabilities of the Company and the Subsidiaries to provide contributions currently due with respect to any Minimum-Funding Plan. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (h) The Company and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have taken no action during the past three (including, without limitation, 3) years (other than actions required by Law) relating to any Plan or Other Arrangement that will increase XxXxxx'x, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (ei) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer XxXxxx true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respectscomplete. To the knowledge of the Company and the Subsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fj) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Neither the Company nor any Subsidiary has no any liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Neither the Company nor any Subsidiary has no any pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, arbiter or arbiter Governmental Entity arising under any Law governing any Plan, and, and to the knowledge of the Company and the Stockholders, Subsidiaries there exist no facts that could give rise to such a claim. (gk) The Section 3.16(k) of the Company Disclosure Schedule describes all transactions in which the Company or any Subsidiary or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer XxXxxx true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hl) The Company and the Subsidiaries have paid all premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC for each Defined Benefit Plan. The Company has reflected (or shall reflect) in the Financial Statements the current value of such premium obligation that is accrued and unsatisfied as of the date of each such Financial Statement. Section 3.16(l) of the Company Disclosure Schedule sets forth the amount of all such unpaid premium obligations (including, without limitation, proportionate partial accruals for the current year). Other than being required to make and making premium payments when due, no liability to the PBGC has been incurred by the Company or by any Common Control Entity (as defined in Article X) on account of Title IV of ERISA. During the past three (3) years, no filing has been made by, or required of, the Company or any Common Control Entity with the PBGC, the PBGC has not started any proceeding to terminate any Defined Benefit Plan that was or is maintained or wholly or partially funded by the Company or any Common Control Entity, and to the knowledge of the Company and the Subsidiaries, no facts exist that would permit the PBGC to begin such a proceeding. Neither the Company nor any Common Control Entity has, or will have as a result of the transactions contemplated hereby, (i) withdrawn as a substantial employer so as to become subject to Section 4063 of ERISA; or (ii) ceased making contributions to any Pension Plan that is subject to Section 4064(a) of ERISA to which the Company or any Common Control Entity made contributions during the past five (5) years. (m) Section 3.16(m) of the Company Disclosure Schedule identifies any terminated Plan that was an employee pension benefit plan under Section 3(2) covered any current or former employees of ERISA the Company or any Subsidiary, and any other Plan that has terminated since 1993been terminated, during the past five (5) years. The Company has furnished to Buyer XxXxxx true and complete copies of all government filingsfilings with any Governmental Entity, representative employee communications, board minutes and all other Documents relating to each such Plan termination. (in) No Except as set forth in Section 3.16(n) of the Company Disclosure Schedule, no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (jo) No Plan has within the past three (3) years experienced a "reportable event" (as such term is defined in Section 4043(b) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (p) No Plan is a "qualified foreign plan" (as such term is defined in Section 404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (q) The Company and the Subsidiaries have timely filed and the Company has not filed, furnished to XxXxxx true and has had no obligation to file, any complete copies of each Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) that the Company or any Subsidiary filed on any Plan for which during the liability would be materialpast three (3) years. The Company has and the Subsidiaries have no liability for Taxes required to be reported on Form 5330. (kr) Except Section 3.16(r) of the Company Disclosure Schedule lists all funded Welfare Plans (as required defined in Article X) that provide benefits to current or former employees of the Company or any Subsidiary, or to their beneficiaries. The funding under Code Section 4980B(feach Welfare Plan does not exceed and has not exceeded the limitations under Sections 419A(b) and 419A(c) of the Code. To their knowledge, no Plan promises or provides the Company and the Subsidiaries are not subject to taxation on the income of any Welfare Plan's welfare benefit fund (as such term is defined in Section 419(e) of the Code) under Section 419A(g) of the Code. (s) Section 3.16(s) of the Company Disclosure Schedule (i) identifies all post-retirement medical, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees of the CompanyCompany or any Subsidiary, (ii) identifies the method of funding (including, without limitation, any individual accounting) for all such benefits, (iii) discloses the funded status of the Plans providing or promising such benefits, and (iv) sets forth the method of accounting for such benefits to any key employees (as defined in Section 416(i) of the Code) of the Company or any Subsidiary. (lt) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply in all material respects with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mu) The Company has and the Subsidiaries have (i) filed or caused to be filed all returns and reports on the Plans that they are required to file file, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are due and payable by or for the Company or any Subsidiary with respect to any Plan have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or any Subsidiary or from any other person Person that are or could become a lien an Encumbrance on any Asset of the Company or any Subsidiary or could otherwise adversely affect the business or Assets of the Companyhave a Company Material Adverse Effect. The Company has and the Subsidiaries have collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsobligations with respect to each Plan, and all of those amounts have been paid to the appropriate governmental agencies Governmental Entity or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in the The Company Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Schedules list each Plan or Other Arrangement and (iii) has no obligations currently maintained by the Company or under which the Company could have any Plan or Other Arrangementmaterial liability. (b) The Company has furnished or otherwise made available to Buyer true and complete copies of each of the following Documentsdocuments to the extent such documents exist for each Plan: (i) the Documents documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Documentdocument) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Plan subject to Title I Planof ERISA; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service correspondence with the PBGC on any Plan; (vii) all IRS rulings, opinions or technical advice relating to specifically addressing any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (viiviii) all Agreements agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer true and complete copies of each policy, Agreement agreement or other Document document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all communications distributed to all or a majority of employees, all correspondence or other submissions with any governmental agency within the last five (5) yearsagency, and all Agreements agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement, to the extent such documents exist for each Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all No Plan is an ESOP. (e) No Plan is a Defined Benefit Plan. (f) All contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and subject to Title I of ERISA have been made as required under ERISA. In the twelve (12) month period prior to the execution of this Agreement, the Company has taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will materially increase any obligation of Buyer Buyer’s or the Company Company’s obligation under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (eg) The Disclosure Schedule sets forth a list Each Plan that is intended to be “qualified” within the meaning of all Qualified Plans. All Qualified Plans and any related trust agreements Section 401(a), 401(f) or annuity agreements (or any other funding Document403(a) comply and have complied with ERISA, of the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Lawsa “Qualified Plan”) is so qualified. The trusts established under such Qualified Plans that are intended to be exempt from federal income taxes under Section 501(a) of the CodeCode are so exempt. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter The IRS has not yet expired, the Company has received issued determination letters issued by the Internal Revenue Service with respect to each Qualified such Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changedmade. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fh) The Company Each Plan has complied been operated in all material respects in accordance with its terms and with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Securities Exchange ActAct of 1934, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability Other than claims for any delinquent contributions within benefits submitted in the meaning of Section 515 of ERISA (includingordinary course by participants or beneficiaries, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The the Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the StockholdersCompany’s Knowledge, there exist no facts that could give rise to such a claim. (gi) The Disclosure Schedule describes all transactions in which To its Knowledge, the Company has not engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or any Section 4975 of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA Code for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Codeexists. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and and, to the extent relied on by the Company or any Plan, continue to be true and complete. (hj) The Company Disclosure Schedule identifies Schedules identify any Plan that was an employee pension benefit plan under Section 3(2) of ERISA covered any current or former Company employees that has have been terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan terminationwithin the five calendar years preceding the date hereof. (ik) The Company Disclosure Schedules identify any amounts which will be required to be paid or payable to or with respect to any employee or other service provider of the Company or its Subsidiary as a result of the completion of the transactions contemplated hereby. (l) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or the Buyer to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "“excess parachute payment" ” pursuant to Section 280G of the Code. (jm) No Plan has experienced a “reportable event” (as such term is defined in Section 4043(c) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (n) Fairfield & Sons Limited, through Scottish Equitable, maintains the Rosetta Stone Group Personal Pension Scheme (the “Pension Scheme”). The Pension Scheme is a money purchase arrangement under which a participant’s pension benefit depends solely on the amount of money paid in by the participant and employer, the investment performance of the participant’s pension account, the charges levied on the pension account, and annuity rates available for buying a pension at the participant’s retirement. No Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. The Company Disclosure Schedules list each employee benefit plan maintained by, or under which, Fairfield & Sons Limited could have any material liability. (o) The Company has not filed, timely filed and has had no obligation furnished to file, any Buyer true and complete copies of each Form 5330 (“Return of Excise Taxes Related to Employee Benefit Plans”) that the Company has filed on any Plan for which the liability would be materialPlan. The Company has no liability for Taxes required to be reported on Form 5330. (kp) Except as required under Code Section 4980B(fNo Plan is a funded Welfare Plan. (q) The Company has no material obligation or accrued liability in respect of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company, except to the extent required by Part 6 of Title I of ERISA or similar applicable state laws. (lr) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 609 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 609 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (ms) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are it is required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person Person in connection with the operation of the Plans that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business businesses or Assets of the Company. The Company . (t) Each Plan which constitutes a nonqualified deferred compensation plan subjeet to Code Section 409A has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsbeen operated and administered in good faith compliance with Section 409A from the period beginning January 1, and all 2005 through the date of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when duethis Agreement.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Pubco true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer Pubco true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) Section 3.16(d) of the Company Disclosure Schedule sets forth each Individual Account Plan (as defined in Article X) that is an ESOP (as defined in Article X) (indicating whether such ESOP is leveraged) or otherwise invests in employer securities (as such term is defined in Section 409(l) of the Code). The Company has furnished to Pubco true and complete copies of all loan Agreements and other related Documents for each leveraged ESOP. (e) The funding method used under each Minimum-Funding Plan (as defined in Article X) does not violate the funding requirements in Title I, Subtitle B, Part 3, of ERISA (as defined in Article X). For each Defined Benefit Plan (as defined in Article X), the Company has furnished to Pubco a true and complete copy of the actuarial valuation reports issued by the actuaries of that Defined Benefit Plan for the three (3) most recent plan years, setting forth: (i) the actuarial present value (based upon the same actuarial assumptions as were used for that period for funding purposes) of all vested and nonvested accrued benefits under that Defined Benefit Plan; (ii) the actuarial present value (based upon the same actuarial assumptions, other than turnover assumptions, as were used for that period for funding purposes) of vested benefits under that Defined Benefit Plan; (iii) the net fair market value of that Defined Benefit Plan's Assets; and (iv) a detailed description of the funding method used under that Defined Benefit Plan. (f) No "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Minimum-Funding Plan. No security is required under Section 401(a)(29) of the Code as to any Minimum-Funding Plan. Section 3.16(f) of the Company Disclosure Schedule sets forth all unpaid obligations and liabilities of the Company and the Subsidiaries to provide contributions currently due with respect to any Minimum-Funding Plan. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (h) The Company and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have taken no action during the past three (including, without limitation, 3) years (other than actions required by Law) relating to any Plan or Other Arrangement that will increase Pubco's, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (ei) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer Pubco true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respectscomplete. To the knowledge of the Company and the Subsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-tax- qualified status of any Qualified Plan. (fj) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Neither the Company nor any Subsidiary has no any liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Neither the Company nor any Subsidiary has no any pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, arbiter or arbiter Governmental Entity arising under any Law governing any Plan, and, and to the knowledge of the Company and the Stockholders, Subsidiaries there exist no facts that could give rise to such a claim. (gk) The Section 3.16(k) of the Company Disclosure Schedule describes all transactions in which the Company or any Subsidiary or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer Pubco true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hl) The Company and the Subsidiaries have paid all premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC for each Defined Benefit Plan. The Company has reflected (or shall reflect) in the Financial Statements the current value of such premium obligation that is accrued and unsatisfied as of the date of each such Financial Statement. Section 3.16(l) of the Company Disclosure Schedule sets forth the amount of all such unpaid premium obligations (including, without limitation, proportionate partial accruals for the current year). Other than being required to make and making premium payments when due, no liability to the PBGC has been incurred by the Company or by any Common Control Entity (as defined in Article X) on account of Title IV of ERISA. During the past three (3) years, no filing has been made by, or required of, the Company or any Common Control Entity with the PBGC, the PBGC has not started any proceeding to terminate any Defined Benefit Plan that was or is maintained or wholly or partially funded by the Company or any Common Control Entity, and to the knowledge of the Company and the Subsidiaries, no facts exist that would permit the PBGC to begin such a proceeding. Neither the Company nor any Common Control Entity has, or will have as a result of the transactions contemplated hereby, (i) withdrawn as a substantial employer so as to become subject to Section 4063 of ERISA; or (ii) ceased making contributions to any Pension Plan that is subject to Section 4064(a) of ERISA to which the Company or any Common Control Entity made contributions during the past five (5) years. (m) Section 3.16(m) of the Company Disclosure Schedule identifies any terminated Plan that was an employee pension benefit plan under Section 3(2) covered any current or former employees of ERISA the Company or any Subsidiary, and any other Plan that has terminated since 1993been terminated, during the past five (5) years. The Company has furnished to Buyer Pubco true and complete copies of all government filingsfilings with any Governmental Entity, representative employee communications, board minutes and all other Documents relating to each such Plan termination. (in) No Except as set forth in Section 3.16(n) of the Company Disclosure Schedule, no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (jo) No Plan has within the past three (3) years experienced a "reportable event" (as such term is defined in Section 4043(b) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (p) No Plan is a "qualified foreign plan" (as such term is defined in Section 404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (q) The Company and the Subsidiaries have timely filed and the Company has not filed, furnished to Pubco true and has had no obligation to file, any complete copies of each Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) that the Company or any Subsidiary filed on any Plan for which during the liability would be materialpast three (3) years. The Company has and the Subsidiaries have no liability for Taxes required to be reported on Form 5330. (kr) Except Section 3.16(r) of the Company Disclosure Schedule lists all funded Welfare Plans (as required defined in Article X) that provide benefits to current or former employees of the Company or any Subsidiary, or to their beneficiaries. The funding under Code Section 4980B(feach Welfare Plan does not exceed and has not exceeded the limitations under Sections 419A(b) and 419A(c) of the Code. To their knowledge, no Plan promises or provides the Company and the Subsidiaries are not subject to taxation on the income of any Welfare Plan's welfare benefit fund (as such term is defined in Section 419(e) of the Code) under Section 419A(g) of the Code. (s) Section 3.16(s) of the Company Disclosure Schedule (i) identifies all post-retirement medical, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees of the CompanyCompany or any Subsidiary, (ii) identifies the method of funding (including, without limitation, any individual accounting) for all such benefits, (iii) discloses the funded status of the Plans providing or promising such benefits, and (iv) sets forth the method of accounting for such benefits to any key employees (as defined in Section 416(i) of the Code) of the Company or any Subsidiary . (lt) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply in all material respects with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mu) The Company has and the Subsidiaries have (i) filed or caused to be filed all returns and reports on the Plans that they are required to file file, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are due and payable by or for the Company or any Subsidiary with respect to any Plan have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or any Subsidiary or from any other person Person that are or could become a lien an Encumbrance on any Asset of the Company or any Subsidiary or could otherwise adversely affect the business or Assets of the Companyhave a Company Material Adverse Effect. The Company has and the Subsidiaries have collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsobligations with respect to each Plan, and all of those amounts have been paid to the appropriate governmental agencies Governmental Entity or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer XxXxxx true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer XxXxxx true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) Section 3.16(d) of the Company Disclosure Schedule sets forth each Individual Account Plan (as defined in Article X) that is an ESOP (as defined in Article X) (indicating whether such ESOP is leveraged) or otherwise invests in employer securities (as such term is defined in Section 409(l) of the Code). The Company has furnished to XxXxxx true and complete copies of all loan Agreements and other related Documents for each leveraged ESOP. (e) The funding method used under each Minimum-Funding Plan (as defined in Article X) does not violate the funding requirements in Title I, Subtitle B, Part 3, of ERISA (as defined in Article X). For each Defined Benefit Plan (as defined in Article X), the Company has furnished to XxXxxx a true and complete copy of the actuarial valuation reports issued by the actuaries of that Defined Benefit Plan for the three (3) most recent plan years, setting forth: (i) the actuarial present value (based upon the same actuarial assumptions as were used for that period for funding purposes) of all vested and nonvested accrued benefits under that Defined Benefit Plan; (ii) the actuarial present value (based upon the same actuarial assumptions, other than turnover assumptions, as were used for that period for funding purposes) of vested benefits under that Defined Benefit Plan; (iii) the net fair market value of that Defined Benefit Plan's Assets; and (iv) a detailed description of the funding method used under that Defined Benefit Plan. (f) No "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Minimum-Funding Plan. No security is required under Section 401(a)(29) of the Code as to any Minimum-Funding Plan. Section 3.16(f) of the Company Disclosure Schedule sets forth all unpaid obligations and liabilities of the Company and the Subsidiaries to provide contributions currently due with respect to any Minimum-Funding Plan. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (h) The Company and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have taken no action during the past three (including, without limitation, 3) years (other than actions required by Law) relating to any Plan or Other Arrangement that will increase XxXxxx'x, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (ei) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer XxXxxx true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other Arrangement (as defined in Article X), (ii) is or during the past six (6) years has been a party to or has been obligated to make contributions to any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Acquiror true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer Acquiror true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) No Plan is an ESOP (as defined in Article X). (e) No Plan is a Minimum-Funding Plan (as defined in Article X). Neither the Company nor the Subsidiaries have any liability under Title IV of ERISA or Section 302 of ERISA and no fact or event exists that could give rise to any such liability. (f) Section 3.16(f) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under the Company's 401(k) Savings and Retirement Plan and (ii) are unpaid as of the date of this Merger Agreement. Except for the Company's 401(k) Savings and Retirement Plan, no Plan is a Statutory-Waiver Plan (as defined in Article X). (g) The Company has and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement or to the extent required under GAAP have accrued such payments and have contributions on the Company's Financial Statements as of December 31, 1999. Neither the Company nor any of its Subsidiaries has taken no any action (including, without limitation, other than actions required by Law) relating to any Plan or Other Arrangement that will materially increase Acquiror's, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in above the Ordinary Course level of Businessexpense incurred for the year ended December 31, 1999. (eh) The Section 3.16(h) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer Acquiror true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf To the knowledge of the Company to and the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respectsSubsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fi) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, including filing and reporting obligations thereunder, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements have been paid in a timely fashion. There are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Plans and Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including), without limitation, related attorneys' fees, costs, liquidated damages and interest) suits or for any arrearages of wages. The Company has no proceedings pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, andor, to the knowledge of the Company and the StockholdersCompany, there exist no facts threatened or anticipated, against or involving any Plan or Other Arrangement or asserting any rights or claims to benefits under any Plan or Other Arrangement that could would reasonably be expected to give rise to such a claimany Company Material Adverse Effect. (gj) The Disclosure Schedule describes all transactions in which Neither the Company or nor any Subsidiary nor any of the Plans has engaged in violation a prohibited transaction (within the meaning of Section 406(a) or 406(b) 406 of ERISA for which no exemption exists under or Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) 4975 of the Code), for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer Acquiror true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hk) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Except as set forth in Section 3(23.16(k) of ERISA that has terminated since 1993. The the Company has furnished to Buyer true and complete copies of all government filingsDisclosure Schedule, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. Except as set forth in Section 3.16(k) of the Company Disclosure Schedule, neither the execution and delivery of this Merger Agreement nor the consummation of the transactions contemplated by this Merger Agreement will (A) result in any payment (including, without limitation, severance, unemployment compensation, retention bonus or golden parachute payment) becoming due to any director, employee or independent contractor of the Company or any Subsidiary, (B) increase any benefits otherwise payable under any Plan or Other Arrangement (C) result in the acceleration of the time of payment or vesting of any benefit. (jl) The Company has not filed, and has had no obligation to file, any Form 5330 No Plan is a "qualified foreign plan" (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code such term is defined in Section 4980B(f404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (m) No Plan is a funded Welfare Plan (as defined in Article X) that provides benefits to current or former employees of the Company or any Subsidiary, or to their beneficiaries. (n) No Plan provides or promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the CompanyCompany or any Subsidiary except as required by applicable federal and state continuation law. (lo) All Welfare Plans and the related trusts that are subject to Section 4980B(f) 4980B of the Code and Sections 601 through 607 of ERISA comply in all material respects with and have been administered in material compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) 4980B of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mp) The Company has and the Subsidiaries have (i) filed or caused to be filed all returns and reports on the Plans that they are required to file file, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are due and payable by or for the Company or any Subsidiary with respect to any Plan have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or any Subsidiary or from any other person Person that are or could become a lien an Encumbrance on any Asset of the Company or any Subsidiary or could otherwise adversely affect the business or Assets of the Companyhave a Company Material Adverse Effect. The Company has and the Subsidiaries have collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsobligations with respect to each Plan, and all of those amounts have been paid to the appropriate governmental agencies Governmental Entity or set aside in appropriate accounts for future payment when due. (q) As of the Effective Time, no individuals other than the Company's or the Subsidiaries' eligible current and former employees, and their eligible spouses, former spouses, dependents or beneficiaries, shall participate in any Plan.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Pubco true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer Pubco true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) Section 3.16(d) of the Company Disclosure Schedule sets forth each Individual Account Plan (as defined in Article X) that is an ESOP (as defined in Article X) (indicating whether such ESOP is leveraged) or otherwise invests in employer securities (as such term is defined in Section 409(l) of the Code). The Company has furnished to Pubco true and complete copies of all loan Agreements and other related Documents for each leveraged ESOP. (e) The funding method used under each Minimum-Funding Plan (as defined in Article X) does not violate the funding requirements in Title I, Subtitle B, Part 3, of ERISA (as defined in Article X). For each Defined Benefit Plan (as defined in Article X), the Company has furnished to Pubco a true and complete copy of the actuarial valuation reports issued by the actuaries of that Defined Benefit Plan for the three (3) most recent plan years, setting forth: (i) the actuarial present value (based upon the same actuarial assumptions as were used for that period for funding purposes) of all vested and nonvested accrued benefits under that Defined Benefit Plan; (ii) the actuarial present value (based upon the same actuarial assumptions, other than turnover assumptions, as were used for that period for funding purposes) of vested benefits under that Defined Benefit Plan; (iii) the net fair market value of that Defined Benefit Plan's Assets; and (iv) a detailed description of the funding method used under that Defined Benefit Plan. (f) No "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Minimum-Funding Plan. No security is required under Section 401(a)(29) of the Code as to any Minimum-Funding Plan. Section 3.16(f) of the Company Disclosure Schedule sets forth all unpaid obligations and liabilities of the Company and the Subsidiaries to provide contributions currently due with respect to any Minimum-Funding Plan. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (h) The Company and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have taken no action during the past three (including, without limitation, 3) years (other than actions required by Law) relating to any Plan or Other Arrangement that will increase Pubco's, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (ei) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer Pubco true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respectscomplete. To the knowledge of the Company and the Subsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fj) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Neither the Company nor any Subsidiary has no any liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Neither the Company nor any Subsidiary has no any pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, arbiter or arbiter Governmental Entity arising under any Law governing any Plan, and, and to the knowledge of the Company and the Stockholders, Subsidiaries there exist no facts that could give rise to such a claim. (gk) The Section 3.16(k) of the Company Disclosure Schedule describes all transactions in which the Company or any Subsidiary or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer Pubco true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hl) The Company and the Subsidiaries have paid all premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC for each Defined Benefit Plan. The Company has reflected (or shall reflect) in the Financial Statements the current value of such premium obligation that is accrued and unsatisfied as of the date of each such Financial Statement. Section 3.16(l) of the Company Disclosure Schedule sets forth the amount of all such unpaid premium obligations (including, without limitation, proportionate partial accruals for the current year). Other than being required to make and making premium payments when due, no liability to the PBGC has been incurred by the Company or by any Common Control Entity (as defined in Article X) on account of Title IV of ERISA. During the past three (3) years, no filing has been made by, or required of, the Company or any Common Control Entity with the PBGC, the PBGC has not started any proceeding to terminate any Defined Benefit Plan that was or is maintained or wholly or partially funded by the Company or any Common Control Entity, and to the knowledge of the Company and the Subsidiaries, no facts exist that would permit the PBGC to begin such a proceeding. Neither the Company nor any Common Control Entity has, or will have as a result of the transactions contemplated hereby, (i) withdrawn as a substantial employer so as to become subject to Section 4063 of ERISA; or (ii) ceased making contributions to any Pension Plan that is subject to Section 4064(a) of ERISA to which the Company or any Common Control Entity made contributions during the past five (5) years. (m) Section 3.16(m) of the Company Disclosure Schedule identifies any terminated Plan that was an employee pension benefit plan under Section 3(2) covered any current or former employees of ERISA the Company or any Subsidiary, and any other Plan that has terminated since 1993been terminated, during the past five (5) years. The Company has furnished to Buyer Pubco true and complete copies of all government filingsfilings with any Governmental Entity, representative employee communications, board minutes and all other Documents relating to each such Plan termination. (in) No Except as set forth in Section 3.16(n) of the Company Disclosure Schedule, no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (jo) No Plan has within the past three (3) years experienced a "reportable event" (as such term is defined in Section 4043(b) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (p) No Plan is a "qualified foreign plan" (as such term is defined in Section 404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (q) The Company and the Subsidiaries have timely filed and the Company has not filed, furnished to Pubco true and has had no obligation to file, any complete copies of each Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) that the Company or any Subsidiary filed on any Plan for which during the liability would be materialpast three (3) years. The Company has and the Subsidiaries have no liability for Taxes required to be reported on Form 5330. (kr) Except Section 3.16(r) of the Company Disclosure Schedule lists all funded Welfare Plans (as required defined in Article X) that provide benefits to current or former employees of the Company or any Subsidiary, or to their beneficiaries. The funding under Code Section 4980B(feach Welfare Plan does not exceed and has not exceeded the limitations under Sections 419A(b) and 419A(c) of the Code. To their knowledge, no Plan promises or provides the Company and the Subsidiaries are not subject to taxation on the income of any Welfare Plan's welfare benefit fund (as such term is defined in Section 419(e) of the Code) under Section 419A(g) of the Code. (s) Section 3.16(s) of the Company Disclosure Schedule (i) identifies all post-retirement medical, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees of the CompanyCompany or any Subsidiary, (ii) identifies the method of funding (including, without limitation, any individual accounting) for all such benefits, (iii) discloses the funded status of the Plans providing or promising such benefits, and (iv) sets forth the method of accounting for such benefits to any key employees (as defined in Section 416(i) of the Code) of the Company or any Subsidiary. (lt) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply in all material respects with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mu) The Company has and the Subsidiaries have (i) filed or caused to be filed all returns and reports on the Plans that they are required to file file, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are due and payable by or for the Company or any Subsidiary with respect to any Plan have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or any Subsidiary or from any other person Person that are or could become a lien an Encumbrance on any Asset of the Company or any Subsidiary or could otherwise adversely affect the business or Assets of the Companyhave a Company Material Adverse Effect. The Company has and the Subsidiaries have collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsobligations with respect to each Plan, and all of those amounts have been paid to the appropriate governmental agencies Governmental Entity or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in the Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer true and complete copies of each policy, Agreement or other Document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-continuation- coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 4.18(a) of the Acquiror Disclosure Schedule, the Company neither Acquiror nor any Significant Subsidiary (i) does not maintain and has not maintains or during the past five three (53) years has maintained any Plan or Other Arrangement, (ii) is not and has not or during the past five three (53) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Acquiror has made available to the Company has furnished to Buyer true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; and (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, Acquiror has made available to the Company has furnished to Buyer true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within all significant employee communications which could materially increase the last five (5) yearsliability under such arrangement, and all Agreements material correspondence with service providers or fiduciaries for providing services on behalf of other submissions to any material Other ArrangementGovernmental Entity. (c) No Plan is a Multiemployer Plan, Plan or an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all contributions To their knowledge, Acquiror and other payments required by and required to its Significant Subsidiaries have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (ge) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (Except as such term is defined set forth in Section 4975(c)(14.18(e) of the Code)Acquiror Disclosure Schedule, for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company Acquiror or any of its Significant Subsidiaries to any employee or independent contractor that that, to the knowledge of Acquiror, is not deductible under Section 162(m162(a)(1) or 404 of the Code Code, or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (kf) Except as required under Code set forth in Section 4980B(f4.18(f) of the CodeAcquiror Disclosure Schedule, no Welfare Plan provides or promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject Acquiror or any of its Significant Subsidiaries other than benefits necessary to comply with Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Acquiror true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer Acquiror true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) No Plan is an ESOP (as defined in Article X). (e) No Plan is a Minimum-Funding Plan (as defined in Article X). (f) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (g) The Company has and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement or have accrued such payments and have contributions on the Company's Financial Statements as of December 31, 1998. Neither the Company nor any of its Subsidiaries has taken no any action (including, without limitation, other than actions required by Law) relating to any Plan or Other Arrangement that will materially increase Acquiror's, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in above the Ordinary Course level of Businessexpense incurred for the year ended December 31, 1997. (eh) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer Acquiror true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects. To the knowledge of the Company and the Subsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-tax- qualified status of any Qualified Plan. (fi) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has There are no liability investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Plans and Other Arrangements), suits or proceedings pending or, to the knowledge of the Company, threatened or anticipated, against or involving any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) Plan or for Other Arrangement or asserting any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances rights or claims to benefits under any collective bargaining agreement, other administrative charges, claims, grievances Plan or Other Arrangement that would reasonably be expected to give rise to any material liability on the part of the Company or the Subsidiaries. Neither the Company nor any Subsidiary has any pending claims or lawsuits before any court, governmental agency, regulatory body, arbiter or arbiter Governmental Entity arising under any Law governing any PlanPlan (except claims for benefits payable in the normal operation of the Plan and Other Arrangements), and, and to the knowledge of the Company and the Stockholders, Subsidiaries there exist no facts that could would reasonably be likely to give rise to such a claim. (gj) The Disclosure Schedule describes all transactions in which Neither the Company or nor any Subsidiary nor any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the CodeCode which would result in a material liability to the Company and the Subsidiaries. The Company has furnished to Buyer Acquiror true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hk) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Except as set forth in Section 3(23.16(n) of ERISA that has terminated since 1993. The the Company has furnished to Buyer true and complete copies of all government filingsDisclosure Schedule, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (jl) The Company has not filed, and has had no obligation to file, any Form 5330 No Plan is a "qualified foreign plan" (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code such term is defined in Section 4980B(f404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (m) No Plan is a funded Welfare Plan (as defined in Article X) that provide benefits to current or former employees of the Company or any Subsidiary, or to their beneficiaries. (n) No Plan provides or promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the CompanyCompany or any Subsidiary except as required by applicable federal and state continuation law, and (ii) identifies the method of funding (including, without limitation, any individual accounting) for all such benefits. (lo) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply in all material respects with and have been administered in material compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mp) The Company has and the Subsidiaries have (i) filed or caused to be filed all returns and reports on the Plans that they are required to file file, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are due and payable by or for the Company or any Subsidiary with respect to any Plan have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or any Subsidiary or from any other person Person that are or could become a lien an Encumbrance on any Asset of the Company or any Subsidiary or could otherwise adversely affect the business or Assets of the Companyhave a Company Material Adverse Effect. The Company has and the Subsidiaries have collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligationsobligations with respect to each Plan, and all of those amounts have been paid to the appropriate governmental agencies Governmental Entity or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in the Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer true and complete copies of each policy, Agreement or other Document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the The Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changedcomplete. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the StockholdersStockholder, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 19931990. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be materialPlan. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no No Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in the Disclosure Scheduleon Schedule 3.15(a), the Company (i) does not maintain and has not during the past five (5) years never maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years never been a party to any Plan or Other Arrangement and (iii) has no does not have obligations under any Plan or Other Arrangement. (b) The Company has furnished Furnished or otherwise made available to Buyer each Investor true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service correspondence with the PBGC on any Plan; and (vii) all IRS rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished Furnished to Buyer each Investor true and complete copies of each policy, Agreement or other Document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all written communications directed to employees or participants at large, and all correspondence or other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangementagency. (c) No Plan is a Multiemployer Plan, . (d) No Plan is an ESOP, . (e) No Plan is a Defined Benefit Plan or a funded Welfare Plan. (df) The Company has made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have has taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase in any obligation of Buyer material respect each Investor's or the Company Company's obligation under any Plan or Other Arrangement other than increases in employee compensation Arrangement, except as disclosed in the Ordinary Course of BusinessSEC Reports. (eg) The Disclosure Schedule 3.15(g) sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied in all material respects with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the The Company has received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified PlanPlan (or the plan sponsor has received such letters), and the Company has furnished Furnished to Buyer each Investor true and complete copies of all such determination letters and all correspondence relating to the applications therefortherefore. All statements made by or on behalf of the Company to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changedmade. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fh) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Securities Exchange ActAct of 1934, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, and to the Company's knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (gi) The Disclosure Schedule 3.15(i) describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished Furnished to Buyer each Investor true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and completemade. (hj) The Disclosure Schedule 3.15(j) identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA covered any current or former Company employees that has been terminated since 1993within the five calendar years preceding the date hereof. The Company has furnished Furnished to Buyer each Investor true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (ik) No Except as set forth on Schedule 3.15(k), no Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m162(a)(1) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (jl) No Plan has experienced a "reportable event" (as such term is defined in Section 4043(b) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (m) No Plan is a "qualified foreign plan" (as such term is defined in Section 404A(e) of the Code), and no Plan is subject to the Laws of any jurisdiction other than the United States of America or one of its political subdivisions. (n) The Company has not filed, timely filed and Company has had no obligation Furnished to file, any each Investor true and complete copies of each Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) that the Company filed on any Plan for which the liability would be materialPlan. The Company has no liability for Taxes required to be reported on Form 5330. (ko) Except as required All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 609 of ERISA comply with and have been administered in compliance in all material respects with the health care continuation-coverage requirements for tax-favored status under Code Section 4980B(f) of the Code, no Sections 601 through 609 of ERISA, and all Treasury regulations explaining those requirements. (p) No Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (mq) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are it is required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business businesses or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them it to discharge their its obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and maintains or has not during the past five six (56) years maintained any Plan or Other Arrangement, (ii) is not and or has not during the past five six (56) years been a party to any Plan or Other Arrangement and or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Acquiror true and complete copies of each of the following Documents: (i) the Documents setting forth the current terms of each Plan; (ii) all current related trust agreements Agreements or annuity agreements Agreements (and any other current funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) ), including all schedules and attachments thereto, and summary annual reports, on each Plan that have been filed with any governmental agencyPlan; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan, and all administrative policies or procedures relating to each Plan; (v) all DOL opinions on Documents relating to or describing any funding deficiencies or under funding of any Plan and all correspondence relating subject to the request for and receipt Title IV of each opinionERISA; (vi) all Internal Revenue Service correspondence with or from the DOL on any Plan during the last three (3) years, and all DOL opinions on any Plan; (vii) all correspondence with or from the PBGC on any Plan during the past three (3) years; (viii) all correspondence with or from the IRS on any Plan during the past three (3) years, and all IRS rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan; and (viiix) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan; and (x) all reports or similar documents prepared in connection with any internal audits or studies of any Plan during the last three (3) years. For each Other Arrangement, the Company has furnished to Buyer Acquiror true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence or other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan. (d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the Stockholders, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor that is not deductible under Section 162(m) or 404 of the Code or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid Governmental Entity exchanged or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for during the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.past three

Pension and Benefit Plans. (a) Except as set forth in Section 3.17(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five three (53) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five three (53) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished made available to Buyer Acquiror true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; and (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; Plan (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Planas defined in Article X). For each Other Arrangement, the Company has furnished made available to Buyer Acquiror true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within all significant employee communications which could materially increase the last five (5) yearsliability under such arrangement, and all Agreements material correspondence with service providers or fiduciaries for providing services on behalf of other submissions to any material Other ArrangementGovernmental Entity. (c) No Plan is a Multiemployer Plan, Plan (as defined in Article X) or an ESOP, a Defined Benefit Plan or a funded Welfare PlanESOP (as defined in Article X). (d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business. (e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any related trust agreements or annuity agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expiredTo their knowledge, the Company has received determination letters issued by the Internal Revenue Service with respect to each Qualified Plan, and the Company has furnished to Buyer true and complete copies of all such determination letters and all correspondence relating to the applications therefor. All statements made by or on behalf of the Company to the Internal Revenue Service in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respects, except that demographic data and composition of controlled group may Subsidiaries have changed. Nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (f) The Company has complied in all material respects with all applicable provisions of the Code, ERISAERISA (as defined in Article X), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Company has no liability for any delinquent contributions within the meaning of . (e) Except as set forth in Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest3.17(e) or for any arrearages of wages. The Company has no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan, and, to the knowledge of the Company and the StockholdersDisclosure Schedule, there exist no facts that could give rise to such a claim. (g) The Disclosure Schedule describes all transactions in which the Company or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (h) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2) of ERISA that has terminated since 1993. The Company has furnished to Buyer true and complete copies of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company or any Subsidiary to any employee or independent contractor that that, to the knowledge of the Company, is not deductible under Section 162(m162(a)(1) or 404 of the Code Code, or that is an "excess parachute payment" pursuant to Section 280G of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (kf) Except as required under Code set forth in Section 4980B(f3.17(f) of the CodeCompany Disclosure Schedule, no Welfare Plan (as defined in Article X) provides or promises or provides post-post- retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject Company or any Subsidiary other than benefits necessary to comply with Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.

Pension and Benefit Plans. (a) Except as set forth in Section 3.16(a) to the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) does not maintain and has not maintains or during the past five six (56) years has maintained any Plan (as defined in Article X) or Other ArrangementArrangement (as defined in Article X), (ii) is not and has not or during the past five six (56) years has been a party to any Plan or Other Arrangement and Arrangement, or (iii) has no obligations under any Plan or Other Arrangement. (b) The Company has furnished to Buyer Acquiror true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements Agreements or annuity agreements Agreements (and any other funding Document) for each Plan; (iii) for the three (3) most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agencyGovernmental Entity; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I PlanPlan (as defined in Article X); (v) all DOL (as defined in Article X) opinions on any Plan and all correspondence relating to the request for and receipt of each opinionPlan; (vi) all Internal Revenue Service correspondence with the PBGC (as defined in Article X) on any Plan exchanged during the past three (3) years; (vii) all IRS (as defined in Article X) rulings, opinions or technical advice relating to any Plan and all correspondence relating the current IRS determination letter issued with respect to the request for and receipt of each ruling, opinion or technical adviceQualified Plan (as defined in Article X); and (viiviii) all current Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer Acquiror true and complete copies of each policy, Agreement or other Document setting forth or explaining the current terms of the Other Arrangement, all related trust agreements Agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), all significant employee communications, all correspondence with or other submissions with to any governmental agency within the last five (5) yearsGovernmental Entity, and all current Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement. (c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan(as defined in Article X). (d) Section 3.16(d) of the Company Disclosure Schedule sets forth each Individual Account Plan (as defined in Article X) that is an ESOP (as defined in Article X) (indicating whether such ESOP is leveraged) or otherwise invests in employer securities (as such term is defined in Section 409(l) of the Code). The Company has furnished to Acquiror true and complete copies of all loan Agreements and other related Documents for each leveraged ESOP. (e) The funding method used under each Minimum-Funding Plan (as defined in Article X) does not violate the funding requirements in Title I, Subtitle B, Part 3, of ERISA (as defined in Article X). For each Defined Benefit Plan (as defined in Article X), the Company has furnished to Acquiror a true and complete copy of the actuarial valuation reports issued by the actuaries of that Defined Benefit Plan for the three (3) most recent plan years, setting forth: (i) the actuarial present value (based upon the same actuarial assumptions as were used for that period for funding purposes) of all vested and nonvested accrued benefits under that Defined Benefit Plan; (ii) the actuarial present value (based upon the same actuarial assumptions, other than turnover assumptions, as were used for that period for funding purposes) of vested benefits under that Defined Benefit Plan; (iii) the net fair market value of that Defined Benefit Plan's Assets; and (iv) a detailed description of the funding method used under that Defined Benefit Plan. (f) No "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Minimum-Funding Plan. No security is required under Section 401(a)(29) of the Code as to any Minimum-Funding Plan. Section 3.16(f) of the Company Disclosure Schedule sets forth all unpaid obligations and liabilities of the Company and the Subsidiaries to provide contributions currently due with respect to any Minimum-Funding Plan. (g) Section 3.16(g) of the Company Disclosure Schedule sets forth the contributions that (i) the Company or any Subsidiary has promised or is otherwise obligated to make under each Individual Account Plan that is a Statutory-Waiver Plan (as defined in Article X) and (ii) are unpaid as of the date of this Merger Agreement. (h) The Company and the Subsidiaries have made all contributions and other payments required by and required to have been paid due under the terms of each Plan and Other Arrangement and have taken no action during the past three (including, without limitation, 3) years (other than actions required by Law) relating to any Plan or Other Arrangement that will increase Acquiror's, the Surviving Corporation's, the Company's or any Subsidiary's obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of BusinessArrangement. (ei) The Section 3.16(i) of the Company Disclosure Schedule sets forth a list of all Qualified PlansPlans (as defined in Article X). All Qualified Plans and any related trust agreements Agreements or annuity agreements Agreements (or any other funding Document) comply and have complied with ERISA, the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws, except where the failure so to comply would not have a Company Material Adverse Effect. The trusts established under such Qualified Plans are exempt from federal income taxes under Section 501(a) of the Code. Except for The Company and the Qualified Plans identified in the Disclosure Schedule with respect to which the remedial amendment period under Code Section 401(b) within which to request a favorable determination letter has not yet expired, the Company has Subsidiaries have received determination letters issued by the Internal Revenue Service IRS with respect to each Qualified Plan, and the Company has furnished to Buyer Acquiror true and complete copies of all such determination letters and all correspondence relating to the applications therefor, or the remedial amendment period under Section 401(b) of the Code has not elapsed with regard to the initial adoption of such Qualified Plan. All statements made by or on behalf of the Company or any Subsidiary to the Internal Revenue Service IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete in all material respects when made and continue to be true and complete in all material respectscomplete. To the knowledge of the Company and the Subsidiaries, except that demographic data and composition of controlled group may have changed. Nothing nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (fj) The To their knowledge, the Company has and the Subsidiaries have complied in all material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Exchange Act, and all other Laws pertaining to the Plans, Other Arrangements and other employee or employment related benefits, and all premiums and assessments relating to all Plans or Other Arrangements. The Neither the Company nor any Subsidiary has no any liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. The Neither the Company nor any Subsidiary has no any pending unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, arbiter or arbiter Governmental Entity arising under any Law governing any Plan, and, and to the knowledge of the Company and the Stockholders, Subsidiaries there exist no facts that could give rise to such a claim. (gk) The Section 3.16(k) of the Company Disclosure Schedule describes all transactions in which which, to the knowledge of the Company and the Subsidiaries, the Company or any Subsidiary or any of the Plans has engaged in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA and all "prohibited transactions" (as such term is defined in Section 4975(c)(1) of the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code. The Company has furnished to Buyer Acquiror true and complete copies of each request for a prohibited transaction exemption and each exemption obtained in response to such request. All such requests were true and complete when made and continue to be true and complete. (hl) The Disclosure Schedule identifies any Plan that was an employee pension benefit plan under Section 3(2Company and the Subsidiaries have paid all premiums (and interest charges and penalties for late payment, if applicable) of ERISA that has terminated since 1993due to the PBGC for each Defined Benefit Plan. The Company has furnished to Buyer true and complete copies reflected (or shall reflect) in the Financial Statements the current value of all government filings, representative employee communications, board minutes and all other Documents relating to each Plan termination. (i) No Plan or Other Arrangement, individually or collectively, provides for any payment by the Company to any employee or independent contractor such premium obligation that is not deductible under Section 162(m) or 404 accrued and unsatisfied as of the Code or that is an "excess parachute payment" pursuant to Section 280G date of the Code. (j) The Company has not filed, and has had no obligation to file, any Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) on any Plan for which the liability would be material. The Company has no liability for Taxes required to be reported on Form 5330. (k) Except as required under Code Section 4980B(f) of the Code, no Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of the Company. (l) All Welfare Plans and the related trusts that are subject to Section 4980B(f) of the Code and Sections 601 through 607 of ERISA comply with and have been administered in compliance with the health care continuation-coverage requirements for tax-favored status under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 of ERISA, and all proposed or final Treasury regulations under Section 162 of the Code explaining those requirements. (m) The Company has (i) filed or caused to be filed all returns and reports on the Plans that they are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person that are or could become a lien on any Asset of the Company or could otherwise adversely affect the business or Assets of the Company. The Company has collected or withheld all amounts that are required to be collected or withheld by them to discharge their obligations, and all of those amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due.each such