Common use of Pension and Benefit Plans Clause in Contracts

Pension and Benefit Plans. (a) Except as set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in Schedule 1, as applied to the Parent)("Parent Plan"), (ii) is not a party to any Parent Plan or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other Arrangement. (b) Parent has Furnished or otherwise made available to the Company true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISA. (f) The Parent Disclosure Schedule sets forth the contributions to each Plan and Other Arrangement that are unpaid as of the date of this Agreement. (g) The Parent has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement. (h) The Parent Disclosure Schedule sets forth a list of all Qualified Plans of the Parent. All Qualified Plans of the Parent 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 Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent has received determination letters issued by the IRS with respect to each Qualified Plan, and the Parent has Furnished or otherwise made available to the Company true and complete copies of all such determination letters and all correspondence relating to the applications therefor. (i) Neither the Parent nor any of the Parent Plans has engaged in a violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA or a "prohibited transaction" (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. (j) None of the Welfare Plans of the Parent is funded through a trust or similar arrangement. (k) Except for health care continuation-coverage requirements pursuant Title VI of ERISA, no Welfare Plan of the Parent provides 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 Parent. (l) All Welfare Plans of the Parent 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, except where a failure to comply, singly or in the aggregate, would not have a Material Adverse Effect on the Parent. (m) The Parent has (i) filed or caused to be filed all returns and reports on Parent Plans in which employees of the Parent participate 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, except where a failure to file or pay, singly or in the aggregate, would not have a Material Adverse Effect on the Parent. 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 Parent or from any other person that are or could become a lien on any asset of the Parent or could otherwise adversely affect the businesses or assets of the Parent.

Pension and Benefit Plans. (a) Except as set Set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in on Schedule 1, as applied to the Parent)("Parent Plan"3.15(a), (ii) is not a party to any Parent Plan list of all Plans or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other ArrangementArrangements. (b) Parent The Company has Furnished or otherwise made available to the Company each Investor true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan yearyears, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iiiiv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the ParentPlan; (ivv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (vvi) all correspondence with the PBGC on any Plan; and (vii) all IRS rulings, opinions or technical advice relating to any Parent Plan; Plan and (vi) all Contracts with service providers correspondence relating to the request for and receipt of each ruling, opinion or fiduciaries for providing services on behalf of any Parent Plantechnical advice. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company has Furnished to each Investor true and complete copies of each policy, Contract 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.) and all correspondence or other submissions with any governmental agency. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISADefined Benefit Plan. (f) The Parent Disclosure Schedule sets forth the contributions to each Plan Company and Other Arrangement that are unpaid as of the date of this Agreement. (g) The Parent its Subsidiaries has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement. (hg) The Parent Disclosure Schedule 3.15(g) sets forth a list of all Qualified Plans of the ParentPlans. All Qualified Plans of the Parent 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 Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent Company or its Subsidiaries, as applicable, has received determination letters issued by the IRS with respect to each Qualified Plan, and the Parent Company has Furnished or otherwise made available to the Company 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 or its Subsidiaries to the IRS in connection with applications for determinations with respect to each Qualified Plan were true and complete when made and continue to be true and complete. 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. (h) The Company and its 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 Securities Exchange Act 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 and its Subsidiaries have 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 and its Subsidiaries have 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 there exist no facts that could give rise to such a claim. (i) Neither Schedule 3.15(i) identifies any Plan that covered any current or former Company or Subsidiary employees that has been terminated within the Parent nor five calendar years preceding the date hereof. (j) No Plan or Other Arrangement, individually or collectively, provides for any payment by Company or any Subsidiary to any employee or independent contractor that is not deductible under Section 162(a)(1) or 404 of the Parent Plans Code or that is an “excess parachute payment” pursuant to Section 280G of the Code. (k) No Plan has engaged in experienced a violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA or a "prohibited transaction" “reportable event” (as such term is defined in Section 4975(c)(14043(b) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (l) No Plan is a “qualified foreign plan” (as such term is defined in Section 404A(e) of the Code), for which and no exemption exists under Section 4975(c)(2) Plan is subject to the Laws of any jurisdiction other than the United States of America or 4975(d) one of the Codeits political subdivisions. (jm) None The Company and its Subsidiaries have timely filed and Company has Furnished to each Investor true and complete copies of each Form 5330 (Return of Excise Taxes Related to Employee Benefit Plans) that the Welfare Plans of the Parent is funded through a trust or similar arrangementCompany filed on any Plan. The Company and its Subsidiaries have no liability for Taxes required to be reported on Form 5330. (k) Except for health care continuation-coverage requirements pursuant Title VI of ERISA, no Welfare Plan of the Parent provides 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 Parent. (lo) All Welfare Plans of and the Parent 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), and Sections 601 through 607 609 of ERISAERISA in all material respects. (p) No Plan promises or provides post-retirement medical, except where a failure to comply, singly life insurance or other benefits due now or in the aggregatefuture to current, would not have a Material Adverse Effect on former or retired employees of the ParentCompany or its Subsidiaries. (mq) The Parent has Company and its Subsidiaries have (i) filed or caused to be filed all returns and reports on Parent the Plans in which employees of the Parent participate 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, except where a failure to file or pay, singly or in the aggregate, would not have a Material Adverse Effect on the Parent. All other fees, interest, penalties and assessments that are payable by or for the Company or its Subsidiaries have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Parent Company, its Subsidiaries or from any other person that are or could become a lien on any asset Asset of the Parent Company or its Subsidiaries or could otherwise adversely affect the businesses or assets Assets of the ParentCompany or its Subsidiaries. The Company and its Subsidiaries have 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) Set forth in Schedule 4.18 is a true and complete list as of the Closing Date of, and the Credit Parties have furnished or made available to the Purchasers copies of, each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, vacation pay, unemployment, hospitalization or other medical, life or other insurance, or retirement plan, program, agreement or arrangement maintained by any Person with respect to employees of the Credit Parties or any of its ERISA Affiliates, each other Plan or Multiemployer Plan maintained by any Person with respect to employees of the Credit Parties or its ERISA Affiliates, and each employment, consulting, severance or similar agreement between any Credit Party and its officers and managerial employees, including all Foreign Pension Plans adopted by each Credit Party. (b) Except as set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in on Schedule 1, as applied to the Parent)("Parent Plan"), (ii) is not a party to any Parent Plan or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other Arrangement. (b) Parent has Furnished or otherwise made available to the Company true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISA. (f) The Parent Disclosure Schedule sets forth the contributions to each Plan and Other Arrangement that are unpaid 4.18 as of the date of this Agreement. (g) The Parent has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement. (h) The Parent Disclosure Schedule sets forth a list of all Qualified Plans of the Parent. All Qualified Plans of the Parent 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 Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent has received determination letters issued by the IRS with respect to each Qualified Plan, and the Parent has Furnished or otherwise made available to the Company true and complete copies of all such determination letters and all correspondence relating to the applications therefor.Closing Date: (i) Neither the Parent nor any no Pension Plan which is subject to Part 3 of the Parent Plans has engaged in a violation Subtitle B of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 Title 1 of ERISA or a "prohibited transaction" Section 412 of the Code had an accumulated funding deficiency (as such term is defined in Section 4975(c)(1) 302 of ERISA or Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of such Pension Plan heretofore ended, which deficiency could reasonably be expected to have a Material Adverse Effect; (ii) no liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred and is outstanding with respect to any Pension Plan, except for such liabilities that could not reasonably be expected to have a Material Adverse Effect, and there has not been any Reportable Event, or any other event or condition, which no exemption exists could reasonably be expected to result in the involuntary termination of any Pension Plan by the PBGC and that could reasonably be expected to have a Material Adverse Effect; (iii) neither any Plan nor any trust created thereunder, nor to the knowledge of each Credit Party any trustee or administrator thereof, has engaged in a prohibited transaction (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) that could subject the Credit Parties or ERISA Affiliates to any material tax or penalty on prohibited transactions imposed under said Section 4975(c)(2) 4975 or 4975(dSection 502(i) of the Code.ERISA; and no Credit Party nor any of its ERISA Affiliates has received any notice that any Multiemployer Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in any such prohibited transaction, except for transactions that could not reasonably be expected to have a Material Adverse Effect; (jiv) None no liability has been incurred and is outstanding with respect to any Multiemployer Plan as a result of the Welfare Plans complete or partial withdrawal by any Credit Party or any of the Parent is funded through a trust or similar arrangement. (k) Except for health care continuation-coverage requirements pursuant its ERISA Affiliates from such Multiemployer Plan under Title VI IV of ERISA, no Welfare nor has any Credit Party or any of its ERISA Affiliates been notified by any Multiemployer Plan that such Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of the Parent provides post-retirement medical, life insurance Section 4241 or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees of the Parent. (l) All Welfare Plans of the Parent that are subject to Section 4980B(f) of the Code and Sections 601 through 607 4245 of ERISA comply with and have or that such Multiemployer Plan intends to terminate or has been administered in compliance with the health care continuation-coverage requirements for tax-favored status terminated under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 4041A of ERISA, except for such non-compliances that could not reasonably be expected to have a Material Adverse Effect; (v) each Credit Party and its ERISA Affiliates are in compliance in all respects with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Plans and Multiemployer Plans, except where a failure to comply, singly or in the aggregate, non-compliance would not have a Material Adverse Effect on Effect; (vi) the Parentactuarial present value of all benefit liabilities (as defined in Section 4001(a)(16) of ERISA) under each Pension Plan that is subject to Title IV of ERISA does not exceed the Fair Market Value of the assets allocable to such liabilities, determined as if such Pension Plan were terminated as of the date hereof, and using such Pension Plan's actuarial assumptions as set forth in the most recent actuarial report pertaining to such Pension Plan, except for non-compliances that could not reasonably be expected to have a Material Adverse Effect; (vii) no Credit Party nor any of its ERISA Affiliates has received any notice to the effect that any Multiemployer Plan has any unfunded vested benefits within the meaning of Section 4213(c) of ERISA, which could reasonably be expected to have a Material Adverse Effect; (viii) no event has occurred with respect to any Plan or Pension Plan established or maintained at any time during the five-year period immediately preceding the Closing Date for the benefit of employees of any Credit Party or any of its ERISA Affiliates which could reasonably be expected to result in liability of any Credit Party or any of its ERISA Affiliates under Section 4069 of ERISA and that could reasonably be expected to have a Material Adverse Effect; (ix) except as described in Schedule 4.18, there are no liabilities under the Plans that are employee welfare benefit plans (as defined in Section 3(1) of ERISA) providing for medical, health, life or other welfare benefits that are not insured by fully paid non-assessable insurance policies, except for liabilities that would be recognized for accounting purposes under FASB 106 and that could reasonably be expected to have a Material Adverse Effect, and no such Plan provides for continued medical, health, life or other welfare benefits for employees after they leave the employment of any Credit Party or any of its ERISA Affiliates (other than any such welfare benefits required to be provided under the Consolidated Omnibus Budget Reconciliation Act or other similar law); and (x) no Credit Party nor any of its ERISA Affiliates is a party in interest (as defined in Section 3(14) of ERISA) with respect to any employee benefit plan (as defined in Section 3(3) of ERISA), other than the Plans. (mc) The Parent Each Foreign Pension Plan is in compliance in all material respects with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, none of the Parent, its Affiliates or any of its directors, officers, employees or agents has (i) filed engaged in a transaction that subject the Parent, the Issuer, or caused any of their Subsidiaries, directly or indirectly, to be filed all returns a material tax or civil penalty. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to Purchasers in respect of any unfunded liabilities in accordance with applicable law and reports on Parent Plans prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which employees of such Foreign Pension Plan is maintained. The aggregate unfunded liabilities, with respect to such Foreign Pension Plans could not reasonably be expected to result in a Material Adverse Effect. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened against the Parent participate 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 any of its Affiliates with respect to any assessment or adjustment that has been made relating to those returns or reportsForeign Pension Plan which could reasonably be expected, except where a failure to file or pay, singly individually or in the aggregate, would not have to result in a Material Adverse Effect on the Parent. 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 Parent or from any other person that are or could become a lien on any asset of the Parent or could otherwise adversely affect the businesses or assets of the ParentEffect.

Pension and Benefit Plans. (a) Set forth in Schedule 4.18 is a true and complete list as of the Closing Date of, and the Credit Parties have furnished or made available to the Purchasers copies of, each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, vacation pay, unemployment, hospitalization or other medical, life or other insurance, or retirement plan, program, agreement or arrangement maintained by any Person with respect to employees of the Credit Parties or any of its ERISA Affiliates, each other Plan or Multiemployer Plan maintained by any Person with respect to employees of the Credit Parties or its ERISA Affiliates, and each employment, consulting, severance or similar agreement between any Credit Party and its officers and managerial employees, including all Foreign Pension Plans adopted by each Credit Party. (b) Except as set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in on Schedule 1, as applied to the Parent)("Parent Plan"), (ii) is not a party to any Parent Plan or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other Arrangement. (b) Parent has Furnished or otherwise made available to the Company true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISA. (f) The Parent Disclosure Schedule sets forth the contributions to each Plan and Other Arrangement that are unpaid 4.18 as of the date of this Agreement. (g) The Parent has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement. (h) The Parent Disclosure Schedule sets forth a list of all Qualified Plans of the Parent. All Qualified Plans of the Parent 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 Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent has received determination letters issued by the IRS with respect to each Qualified Plan, and the Parent has Furnished or otherwise made available to the Company true and complete copies of all such determination letters and all correspondence relating to the applications therefor.Closing Date: (i) Neither the Parent nor any no Pension Plan which is subject to Part 3 of the Parent Plans has engaged in a violation Subtitle B of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 Title 1 of ERISA or a "prohibited transaction" Section 412 of the Code had an accumulated funding deficiency (as such term is defined in Section 4975(c)(1) 302 of ERISA or Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of such Pension Plan heretofore ended, which deficiency could reasonably be expected to have a Material Adverse Effect; (ii) no liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred and is outstanding with respect to any Pension Plan, except for such liabilities that could not reasonably be expected to have a Material Adverse Effect, and there has not been any Reportable Event, or any other event or condition, which no exemption exists could reasonably be expected to result in the involuntary termination of any Pension Plan by the PBGC and that could reasonably be expected to have a Material Adverse Effect; (iii) neither any Plan nor any trust created thereunder, nor to the knowledge of each Credit Party any trustee or administrator thereof, has engaged in a prohibited transaction (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) that could subject the Credit Parties or ERISA Affiliates to any material tax or penalty on prohibited transactions imposed under said Section 4975(c)(2) 4975 or 4975(dSection 502(i) of the Code.ERISA; and no Credit Party nor any of its ERISA Affiliates has received any notice that any Multiemployer Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in any such prohibited transaction, except for transactions that could not reasonably be expected to have a Material Adverse Effect; (jiv) None no liability has been incurred and is outstanding with respect to any Multiemployer Plan as a result of the Welfare Plans complete or partial withdrawal by any Credit Party or any of the Parent is funded through a trust or similar arrangement. (k) Except for health care continuation-coverage requirements pursuant its ERISA Affiliates from such Multiemployer Plan under Title VI IV of ERISA, no Welfare nor has any Credit Party or any of its ERISA Affiliates been notified by any Multiemployer Plan that such Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of the Parent provides post-retirement medical, life insurance Section 4241 or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees of the Parent. (l) All Welfare Plans of the Parent that are subject to Section 4980B(f) of the Code and Sections 601 through 607 4245 of ERISA comply with and have or that such Multiemployer Plan intends to terminate or has been administered in compliance with the health care continuation-coverage requirements for tax-favored status terminated under Section 4980B(f) of the Code (formerly Section 162(k) of the Code), Sections 601 through 607 4041A of ERISA, except for such non-compliances that could not reasonably be expected to have a Material Adverse Effect; (v) each Credit Party and its ERISA Affiliates are in compliance in all respects with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Plans and Multiemployer Plans, except where a failure to comply, singly or in the aggregate, non-compliance would not have a Material Adverse Effect on the Parent.Effect; (mvi) The Parent has the actuarial present value of all benefit liabilities (ias defined in Section 4001(a)(16) filed or caused of ERISA) under each Pension Plan that is subject to be filed all returns and reports on Parent Plans in which employees Title IV of ERISA does not exceed the Fair Market Value of the Parent participate that they are required assets allocable to file such liabilities, determined as if such Pension Plan were terminated as of the date hereof, and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant using such Pension Plan's actuarial assumptions as set forth in the most recent actuarial report pertaining to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reportssuch Pension Plan, except where a failure for non-compliances that could not reasonably be expected to file or pay, singly or in the aggregate, would not have a Material Adverse Effect on Effect; (vii) no Credit Party nor any of its ERISA Affiliates has received any notice to the Parent. All other feeseffect that any Multiemployer Plan has any unfunded vested benefits within the meaning of Section 4213(c) of ERISA, interestwhich could reasonably be expected to have a Material Adverse Effect; (viii) no event has occurred with respect to any Plan or Pension Plan established or maintained at any time during the five-year period immediately preceding the Closing Date for the benefit of employees of any Credit Party or any of its ERISA Affiliates which could reasonably be expected to result in liability of any Credit Party or any of its ERISA Affiliates under Section 4069 of ERISA and that could reasonably be expected to have a Material Adverse Effect; (ix) except as described in Schedule 4.18, penalties and assessments there are no liabilities under the Plans that are payable employee welfare benefit plans (as defined in Section 3(1) of ERISA) providing for medical, health, life or other welfare benefits that are not insured by or for the Company have been timely reported, fully paid non-assessable insurance policies, except for liabilities that would be recognized for accounting purposes under FASB 106 and discharged. There are no unpaid fees, penalties, interest or assessments due from the Parent or from any other person that are or could become a lien on any asset of the Parent or could otherwise adversely affect the businesses or assets of the Parent.reasonably be

Pension and Benefit Plans. (a) Except as set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any Schedule 4(n) sets forth: (A) all current "employee benefit Plan or material Other Arrangement (plans," as such terms are defined in Schedule 1Section 3(3) of ERISA and (B) all actual or ad hoc, as applied the case may be, severance pay, sick leave, vacation pay, salary continuation, disability, deferred compensation, bonus or other incentive compensation, stock purchase, life insurance and educational assistance policies, programs or arrangements, pursuant to which KMD could have any obligation or liability, contingent or otherwise (the Parent)("Parent "Benefit Plans"). None of the Benefit Plans is a "multiemployer plan", as defined in Section 3(37) of ERISA ("Multiemployer Plan"), or has been subject to Sections 4063 or 4064 of ERISA ("Multiple Employer Plans"). (ii) is not a party to any Parent Plan or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other Arrangement. (b) Parent has Furnished or otherwise made available to the Company true True, correct and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISA. (f) The Parent Disclosure Schedule sets forth the contributions to each Plan and Other Arrangement that are unpaid as of the date of this Agreement. (g) The Parent has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement. (h) The Parent Disclosure Schedule sets forth a list of all Qualified Plans of the Parent. All Qualified Plans of the Parent 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 Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent has received determination letters issued by the IRS documents with respect to each Qualified Plan, and of the Parent has Furnished Benefit Plans have been delivered or otherwise made available to Buyer: (A) any plans and related trust documents, and amendments thereto; (B) the Company true and complete copies most recent Form 5500; (C) the last IRS determination letter; (D) summary plan descriptions. To Sellers' knowledge, there are no actuarial reports with respect to any of all such determination letters and all correspondence the Benefit Plans, including an actuarial report relating to the applications thereforpost-employment benefits. (iiii) Neither The Benefit Plans intended to qualify under Section 401 of the Parent nor Code and the trusts maintained pursuant thereto are in substantial compliance with ERISA. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, or such plan was established by adopting a prototype plan which has received a favorable opinion letter from the Internal Revenue Service and the Internal Revenue Service has not taken any action to revoke such letter, the adoption agreement was a standard adoption agreement creating a standardized plan, and KMD has done nothing, and to Sellers' knowledge, nothing has occurred with respect to the operation of any such plan which could create a material risk of the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (iv) All contributions (including all employer contributions and employee salary reduction contributions) and payments required to have been made under any of the Parent Benefit Plans has engaged in a violation of Section 406(a) or 406(b) of ERISA for which no exemption exists by law (without regard to any waivers granted under Section 408 of ERISA or a "prohibited transaction" (as such term is defined in Section 4975(c)(1) 412 of the Code), for which no exemption exists under have been made by the due date therefor (including any valid extension), except where failure to do so would not have a Material Adverse Effect. No accumulated funding deficiencies exist in any of the Benefit Plans subject to Section 4975(c)(2) or 4975(d) 412 of the Code. (jv) None There is no substantial violation of ERISA with respect to the filing of applicable reports, documents and notices regarding the Benefit Plans with the Secretary of Labor and the Secretary of the Welfare Plans Treasury or the furnishing of such documents to the participants or beneficiaries of the Parent is funded through Benefit Plans which would have a trust or similar arrangementmaterial adverse effect. (kvi) The Benefit Plans have been maintained and operated in substantial compliance with their terms and with all provisions of ERISA and other applicable federal and state laws and neither KMD nor any of its Affiliates has incurred any liability, direct or indirect, for any "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to any Benefit Plan which would have a material adverse effect. (vii) Except as set forth on Schedule 4(n)(vii), no Seller has received any notice (whether oral or written), nor is any Seller otherwise aware of, any pending actions, claims or lawsuits which have been asserted or instituted against the Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Benefit Plans with respect to the operation such plans (other than routine benefit claims), nor, to Sellers' knowledge, are there any facts which could form the basis for any such claim or lawsuit. (viii) All amendments and actions required to bring the Benefit Plans into conformity in all material respects with all of the applicable provisions of ERISA and other applicable laws have been made or taken except to the extent that such amendments or actions are not required by law to be made or taken until a date after the Closing Date. (ix) Except as disclosed in Schedule 4(n), KMD does not maintain Benefit Plans which are post-employment medical or life insurance plans and which provide for continuing benefits or coverage for any participant or any beneficiary of a participant, except as may be required under Part 6 of Title I of ERISA and at the expense of the participant or the participant's beneficiary or which otherwise would not create a material liability for Buyer. (x) Except for health care continuation-coverage requirements pursuant Title VI Key Employees, employees with an employment contract with Buyer, or as provided in Subsections 6(e) and 7(c), below, neither the execution and delivery of ERISAthis Agreement, no Welfare Plan nor the consummation of the Parent provides post-retirement medicaltransactions contemplated hereby, life insurance will change the terms and conditions of employment with respect to any individual or other benefits promised, provided or otherwise (A) result in any payment becoming due now or in the future to any employee (current, former or retired employees retired) of KMD, (B) increase any benefits payable under any Benefit Plan, (C) result in the acceleration of the Parenttime of payment or vesting of any such benefits, or (D) restrict or otherwise limit Buyer's unrestricted opportunity to change the terms and conditions of employment with respect to any individual. (lxi) All Welfare Plans of the Parent 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, except where a failure to comply, singly or in the aggregate, would KMD does not have a Material Adverse Effect on the Parentany Contract, whether legally binding or not, to create any additional employee benefit plan or to modify any existing Benefit Plan. (m) The Parent has (i) filed or caused to be filed all returns and reports on Parent Plans in which employees of the Parent participate 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, except where a failure to file or pay, singly or in the aggregate, would not have a Material Adverse Effect on the Parent. 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 Parent or from any other person that are or could become a lien on any asset of the Parent or could otherwise adversely affect the businesses or assets of the Parent.

Pension and Benefit Plans. (a) Section 3.14(a) of the Disclosure Schedule sets forth a true and complete list of all Employee Benefit Plans. (b) Seller has previously delivered to Purchaser true and complete copies of the following documents with respect to each of the Employee Benefit Plans (as applicable): (i) any plans and related trust documents, and all amendments thereto, (ii) the most recent IRS Form 5500 and schedules thereto, (iii) the most recent IRS determination letter, and (iv) the most recent summary plan description. (c) Except as disclosed in Section 3.14(c) of the Disclosure Schedule, neither the Seller, the Company, nor any ERISA Affiliate has, during the preceding six years, maintained, contributed to, or been obligated to contribute to any Title IV Plan. (d) Neither the Company nor its ERISA Affiliates maintains, contribute to, or has (or has had during the preceding six years) an obligation to contribute to any Multiemployer Plan or any Employee Pension Benefit Plan that is subject to Sections 4063 and 4064 of ERISA. (e) Except as set forth in Section 3.14(e) of the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in Schedule 1since December 31, as applied to the Parent)("Parent Plan")1994, (ii) is not a party there has been no amendment to any Parent Employee Benefit Plan, and no Employee Benefit Plan has been established, which could result or has resulted in a material Other Arrangement and (iii) has no obligations under increase in the accrued or promised benefits of any Parent Plan or material Other Arrangement. (b) Parent has Furnished or otherwise made available to the Company true and complete copies of each employee of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement. (c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan. (d) No Parent Plan is an ESOP. (e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISACompany. (f) The Parent Disclosure Schedule sets forth All contributions required by law or by the contributions to each terms of any Employee Benefit Plan and Other Arrangement that are unpaid as of the date of this Agreementhave been timely made. (g) The Parent has made all contributions and other payments required Except as set forth in Section 3.14(g) of the Disclosure Schedule, neither the execution or delivery of this Agreement nor the performance of the transactions contemplated by and this Agreement will constitute an event under any Employee Benefit Plan that will or may result in any payment (whether of severance pay or otherwise) becoming due, any acceleration in the time of payment or any vesting or increase in any benefits otherwise due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangementsuch Employee Benefit Plan. (h) The Parent Disclosure Schedule sets forth a list Company does not maintain, contribute to, or have an obligation to contribute to any employee welfare benefit plan, as defined in Section 3(1) of all Qualified Plans ERISA, that provides continuing benefits or coverage to any participant or any beneficiary of any participant after the termination of such participant's employment (other than as required by Section 4980B of the Parent. All Qualified Plans Code and at the sole expense of such participant or beneficiary of such participant), and except as set forth on Section 3.14(h) of the Parent Disclosure Schedule, the Company and any related trust agreements or annuity agreements (or any other funding Document) comply and its ERISA Affiliates have complied in all material respects with ERISA, the notice and continuation requirements of Section 4980B of the Code (including, without limitation, the requirements for Tax qualification described in Section 401 thereof), and all other Laws. The trusts established under such Plans are exempt from federal income taxes under Section 501(a) of the Code. The Parent has received determination letters issued by the IRS with respect to each Qualified Plan, and the Parent has Furnished or otherwise made available to the Company true and complete copies of all such determination letters and all correspondence relating to the applications thereforregulations thereunder. (i) Neither the Parent nor Company, its ERISA Affiliates, or any of organization to which the Parent Plans Company is a successor or parent corporation has engaged in a violation transaction within the meaning of Section 406(a) or 406(b) 4069 of ERISA for which no exemption exists under Section 408 of ERISA or a "prohibited transaction" (as such term is defined in Section 4975(c)(1) of during the Code), for which no exemption exists under Section 4975(c)(2) or 4975(d) of five-year period ending on the CodeClosing Date. (j) None There has been no material violation of ERISA with respect to the filing of applicable returns, reports, documents, and notices regarding any of the Welfare Employee Benefit Plans with the Secretary of Labor or the Secretary of the Parent is funded through a trust Treasury or similar arrangementthe furnishing of such notices or documents to the participants or beneficiaries of the Employee Benefit Plans. (k) Except for health care continuation-coverage requirements pursuant Title VI There are no pending legal proceedings that have been asserted or instituted with respect to the operation of ERISA, no Welfare any Employee Benefit Plan against any of the Parent provides post-retirement medicalEmployee Benefit Plans, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees assets of any of the Parenttrusts under such plans, or of the Company, its ERISA Affiliates, or the plan administrator or any fiduciary of the Employee Benefit Plans (other than routine, uncontested benefit claims) and Seller has no knowledge of any facts or circumstances which could form the basis for any such legal proceeding. (l) All Welfare Plans Each of the Parent Employee Benefit Plans has been maintained, in all material respects, in accordance with its terms and all provisions of applicable law. All amendments and actions required to bring each of the Employee Benefit Plans into conformity in all material respects with all of the applicable provisions of ERISA and other applicable laws have been made or taken, except to the extent that such amendments or actions are subject not required by law to be made or taken until a date after the Closing Date as disclosed in Section 4980B(f3.14(l) 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, except where a failure to comply, singly or in the aggregate, would not have a Material Adverse Effect on the ParentDisclosure Schedule. (m) The Parent Neither the Seller, the Company, nor any of its ERISA Affiliates has (i) filed any contract, plan, or caused commitment, whether legally binding or not, to be filed all returns and reports on Parent Plans create any additional Employee Benefit Plan or to modify any existing Employee Benefit Plan in which employees a manner that would materially increase the benefits of the Parent participate that they are required to file and (ii) paid participants 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, except where a failure to file or pay, singly or in the aggregate, would not have a Material Adverse Effect on the Parent. 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 Parent or from any other person that are or could become a lien on any asset of the Parent or could otherwise adversely affect the businesses or assets of the Parentbeneficiaries.