Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. Immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) of the Code and its related trust meets the requirements for tax exemption under Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a distribution of his or her full account balance from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Date, in accordance with the applicable terms of the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC Plans.

Defined Contribution Plans. Immediately prior (a) Effective as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall take, cause the trustee or cause trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to be taken, all transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such actions as may be necessary for the Company to cease to participate Person under the Seller’s defined contribution plans covering 's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es Code and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as soon as practicable after the Closing Date (or the date of hire Purchaser each provide each other with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a current favorable determination letter from the IRS that Buyer DC Plans meet as to the requirements for favorable tax qualification under Section 401(aof its respective plan. (c) Upon completion of the Code transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and its related trust meets the requirements for tax exemption under Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a distribution of his or her full account balance from neither the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and Mt. Holly Ne▇ ▇▇▇es will be permitted profit sharing contributions, if applicable, attributable to have such distribution “rolled over” in cash the employment period prior to an accepting eligible retirement plan in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Date, in accordance with the applicable terms of the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC Seller's Defined Contribution Plans.

Defined Contribution Plans. Immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate (a) The accounts under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, ▇▇ Controls Savings Plan of all Active Employees of the Mt. Holly Ne▇ ▇▇▇es Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the Closing Date and shall be distributable according to the Former Mt. Holly Em▇▇▇▇▇es identified terms of such plan. Seller acknowledges that on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as soon as practicable after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (b) Purchaser shall permit any Transferred Employee who has an account balance under the Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the date Code) in the form of hire with Buyer for LOA Employeescash, a promissory note (as described below) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter or any combination thereof from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification Savings Plan to a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and its related trust meets the requirements for tax exemption which contains a cash or deferred feature under Section 501(a401(k) of the CodeCode ("Purchaser 401(k) Plan"). Each Mt. Holly Em▇▇▇▇▇ePurchaser 401(k) Plan shall not impose any waiting periods, Mt. Holly Ne▇ ▇▇▇e service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the Savings Plan into Purchaser 401(k) Plan. Seller and Former Mt. Holly Em▇▇▇▇▇e will be permitted the Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to receive a distribution of any plan loan so long as such Participant transfers his or her full account balance from under the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance Savings Plan, together with the Seller DC Plans as soon as practicable after promissory note evidencing the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Dateplan loan, in accordance together with the applicable terms loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller shall amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Seller DC Plans as in effect at such times that such repayments are Savings Plan and Purchaser 401(k) Plan to be made. The Buyer shall cause cooperate with each other) with respect to the applicable Buyer DC Plans rollover of the distributions to accept qualified direct and indirect rollovers from the Seller DC PlansParticipants.

Defined Contribution Plans. Immediately prior As soon as reasonably practicable after December 1, 2018, with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution plan (each, a “Seller DC Plan”), the Seller shall cause the plan administrator of each such Seller DC Plan to provide each such Transferred Employee with the right (but not the obligation) to receive a distribution of such Transferred Employee’s interest under the applicable Seller DC Plan and the option to elect to roll over such Transferred Employee’s interest in such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to a defined contribution plan established or maintained by the Purchaser or one of its Affiliates (each, a “Purchaser DC Plan”) intended to be qualified under Section 401(a) of the Code. Effective as of the Closing Date, the Seller shall, or shall cause its Affiliates to, cause the Transferred Employees to cease active participation under the Seller DC Plan. Effective as of December 1, 2018, the [[3875976]] Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees to be eligible to participate in the Purchaser DC Plan. Subject to applicable law, the Purchaser shall, or shall cause its Affiliates to, permit the Transferred Employees to elect to increase the amount of their elective deferrals in respect of payroll dates that occur in December 2018, and receive any employer matching contributions attributable to such deferrals, in each case as necessary to allow Transferred Employees to make up for any elective deferrals they would have made and employer contributions they would have received if they had made elective deferrals under the Purchaser DC Plan in respect of the payroll dates that occurred in November 2018 at the same rate as their deferral elections under the Seller DC Plan as in effect immediately prior to the Closing. The Purchaser shall take, or shall cause one of its Affiliates to be takentake, all such actions action as may be necessary for or appropriate (including amending the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller Purchaser DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible , if necessary) to participate as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior permit any Transferred Employees who have timely made an election to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) of the Code and its related trust meets the requirements for tax exemption under Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a distribution of his or her full account balance from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” roll over their interest in cash to an accepting eligible retirement plan together with any loans in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the applicable Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es a Purchaser DC Plan. The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with any outstanding loans under the Seller in providing information to the Transferred Employees regarding rollovers of their interests from the applicable Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Date, a Purchaser DC Plan. The Seller shall fully vest all Transferred Employees in accordance with the applicable terms of their account balances under the Seller DC Plans Plan, effective as in effect at such times that such repayments are to be made. The Buyer shall cause of the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC PlansClosing.”

Defined Contribution Plans. Immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate (a) The accounts under the Seller’s defined contribution plans covering the Mt. Holly EmJohnson Controls Savings Plan of al▇ ▇▇▇▇▇es, e Employees of the Mt. Holly Ne▇ ▇▇▇es Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the Closing Date and shall be distributable according to the Former Mt. Holly Em▇▇▇▇▇es identified terms of such plan. Seller acknowledges that on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as soon as practicable after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (b) Purchaser shall permit any Transferred Employee who has an account balance under the Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the date Code) in the form of hire with Buyer for LOA Employeescash, a promissory note (as described below) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter or any combination thereof from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification Savings Plan to a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and its related trust meets the requirements for tax exemption which contains a cash or deferred feature under Section 501(a401(k) of the CodeCode ("Purchaser 401(k) Plan"). Each Mt. Holly Em▇▇▇▇▇ePurchaser 401(k) Plan shall not impose any waiting periods, Mt. Holly Ne▇ ▇▇▇e service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the Savings Plan into Purchaser 401(k) Plan. Seller and Former Mt. Holly Em▇▇▇▇▇e will be permitted the Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to receive a distribution of any plan loan so long as such Participant transfers his or her full account balance from under the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance Savings Plan, together with the Seller DC Plans as soon as practicable after promissory note evidencing the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Dateplan loan, in accordance together with the applicable terms loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller shall amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Seller DC Plans as in effect at such times that such repayments are Savings Plan and Purchaser 401(k) Plan to be made. The Buyer shall cause cooperate with each other) with respect to the applicable Buyer DC Plans rollover of the distributions to accept qualified direct and indirect rollovers from the Seller DC PlansParticipants.

Defined Contribution Plans. Immediately prior to (a) (i) Effective as of the Closing DateClosing, the Seller Buyer shall take, cover (or cause to be taken, all such actions as may be necessary for the Company to cease to participate covered) each Non-Union Transferred Employee under the Seller’s a defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible plan intended to participate as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification qualify under Section 401(a) of the Code and its related trust meets (the requirements “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for tax exemption a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 501(a414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Each Mt. Holly EmNothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇e▇ Oil Corporation (As Restated Generally Effective January 1, Mt. Holly Ne▇ ▇▇▇e 2002 Including Amendments Made Between 2002 and Former Mt. Holly Em▇▇▇▇▇e will 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be permitted to receive a distribution of his or her full account balance from fully vested in their accrued benefits under the Seller DC PlansPlan. All Mt. Holly Em▇▇▇▇▇es Seller and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause Plan shall retain all assets and liabilities under the Seller DC Plans Plan, including responsibility for all benefits with respect to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plans Plan (except to continue the extent of any “direct rollover” to accept manual repayments of such outstanding loans after the Closing DateBuyer DC Plan, in accordance with as provided below), and Seller shall retain all liability for any and all contributions required to be made to the applicable Seller DC Plan under the terms of the Seller DC Plans Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in effect at such times that such repayments are to be made. The Buyer shall cause Section 401(a)(31) of the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC PlansPlan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. Immediately Without limiting the generality of Section 12.01(b), effective as of the applicable Closing Date, Purchaser shall, or shall cause its Affiliates to, have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser 401(k) Plan”) providing benefits as of the applicable Transfer Time to the Transferred Employees participating in any tax-qualified defined contribution plan sponsored by Seller or any of its Affiliates (collectively, the “Seller 401(k) Plan”) immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”)applicable Transfer Time. The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as As soon as practicable after following (i) the Closing Date presentation to Seller of (or A) an Internal Revenue Service letter of determination that the date of hire with Buyer for LOA EmployeesPurchaser 401(k) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet Plan meets the requirements for favorable tax qualification under Section 401(a) of the Code and its related trust meets (B) a certificate, in form and substance reasonably satisfactory to Seller, certifying that (1) the aforementioned letter of determination has not been revoked and (2) to the knowledge of Purchaser, no event has occurred or is reasonably expected to occur that would cause the Purchaser 401(k) Plan to cease to satisfy the requirements for tax exemption under of Section 401(a) of the Code or cause the trust forming a part thereof to cease to satisfy the requirements of Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e (ii) the completion of all blackout periods for the Seller 401(k) Plan and Former Mt. Holly Em▇▇▇▇▇e will (iii) the presentation to Seller of instructions for the transfer of the assets of the Seller 401(k) Plan to the trustee of the Purchaser 401(k) Plan, Seller shall cause to be permitted transferred to receive a distribution of his or her full account balance the Purchaser 401(k) Plan the assets and liabilities from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted 401(k) Plan for the Transferred Employees (excluding those employees who retired effective on or prior to have such distribution “rolled over” in cash to an accepting eligible retirement plan the date of transfer, except as otherwise elected by said retiree) in accordance with applicable requirements of the Code. Purchaser shall administer the accounts of Transferred Employees in the Purchaser 401(k) Plan in accordance with all applicable requirements of the Code. Such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit liabilities in the Seller DC Plans as soon as practicable after 401(k) Plan for the Closing Date (or Transferred Employees and their respective beneficiaries, including accrued benefit liabilities arising under any applicable qualified domestic relations order. Purchaser shall direct the date trustee of hire with Buyer for LOA Employees). The Seller will cause the Purchaser 401(k) Plan to accept such transfer of assets and liabilities from the Seller DC Plans 401(k) Plan. Upon such transfer of assets, the Purchaser 401(k) Plan shall assume the accrued benefit liabilities under the Seller 401(k) Plan solely with respect to permit the amount of the transferred accrued benefits with respect to the Transferred Employees and Seller shall not have any further accrued benefit liability under the Seller 401(k) Plan with respect to the amount of accrued benefits transferred to the Purchaser 401(k) Plan for said Transferred Employees and their respective beneficiaries; provided, however, that Purchaser shall not assume, and Seller shall retain, all Mt. Holly Em▇▇▇▇▇es liabilities with respect to the Seller 401(k) Plan other than such accrued benefit liabilities. In order to implement this Section 12.02(a), Purchaser and Mt. Holly Ne▇ ▇▇▇es Seller shall cooperate in the exchange of information, notification to Transferred Employees, and in the preparation of any documentation required to be filed with any outstanding loans under governmental agency. Without limiting the generality of the foregoing, Seller DC Plans shall promptly provide Purchaser with such documents and other information as Purchaser shall reasonably request to continue assure itself that the trust-to-trust transfer described herein may be accepted into the Purchaser 401(k) Plan in accordance with applicable Law. For the avoidance of doubt, Seller shall 100% vest or cause to accept manual repayments be 100% vested, as of such outstanding loans after the applicable Closing Date, in accordance with the applicable terms of accounts under the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC Plans401(k) Plan for all Transferred Employees.

Defined Contribution Plans. Immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as As soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to Date, but in no event later than sixty days after the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that designate an existing defined contribution savings plan of Buyer DC Plans meet the requirements for favorable tax qualification and Trust qualifying under Section 401(a) of the Code and its related trust meets the requirements for tax exemption under Section 501(a) of the CodeCode or shall have established (or shall have caused the Company to establish) one or more qualified defined contribution savings or thrift plans and a related trust or trusts thereunder intended to qualify under Section 401(a) and Section 501(a) of the Code ("Buyer's Thrift Plan"). Each Mt. Holly Em▇▇▇▇▇eThe Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") provides, Mt. Holly Ne▇ ▇▇▇e or Seller shall cause Seller's Thrift Plan to be amended to provide, (i) for 100% vesting of all accounts of Kaman Employees under Seller's Thrift Plan and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive of all income earned on such accounts and (ii) that a distribution from Seller's Thrift Plan may be made on account of his a bona fide distribution event as set forth in Code Section 401(k)10, that Kaman Employees participating in Seller's Thrift Plan shall have the option to retain their account balance in Seller's Thrift Plan or her to make an elective transfer of their full account balance from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with Treasury Regulation 1.411(d)-4, Q&A3(b) to Buyer's Thrift Plan and that such elective transfers shall include the transfer of notes representing plan loans to participants. Buyer's Thrift Plan provides, or Buyer shall cause Buyer's Thrift Plan to be amended to provide, (i) for acceptance of elective transfers from Seller's Thrift Plan under Treasury Regulation 1.411(d)-4, Q&A3(b), including provision for acceptance of the elective transfer of notes representing plan loans to participants, (ii) for 100% vesting of all such transferred accounts and all income earned on such transferred accounts, and (iii) for recognition for all purposes under Buyer's Thrift Plan all service that was recognized under Seller's Thrift Plan to the extent such service was recognized under Seller's Thrift Plan. Seller DC Plans and Buyer agree that any elective transfers made pursuant to this Section 7.1(d) are intended by the parties hereto to qualify as soon as practicable after rollover distributions for income tax purposes. At the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing DateClosing, in accordance with the applicable terms of Seller's Thrift Plan, the Company shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plans shall cease at the Closing Date for all Kaman Employees. As of the first regular enrollment date under Buyer's Thrift Plan next following the Closing Date, Kaman Employees will be eligible to immediately participate in Buyer's Thrift Plan. Buyer and Seller DC Plans shall provide each other with such records and information as may be necessary or appropriate to carry out their respective obligations under this Section or for the purposes of administration of Buyer's Thrift Plan, and each shall cooperate in effect the filing of documents required by the transfer of assets and liabilities described herein after the Closing Date. Notwithstanding anything contained herein to the contrary, between the Closing Date and the date of transfer, Seller shall administer the Seller's Thrift Plan with respect to Kaman Employees, at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC PlansSeller's expense.

Defined Contribution Plans. Immediately prior to As soon as practicable following the Closing Date, the Seller Buyer (or one of its Affiliates) shall take, take all action necessary or cause appropriate to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in which all Mt. Holly Emthe ▇▇▇▇▇ ▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible ▇ Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate as and vesting. As soon as reasonably practicable after such date as the Closing Date Sellers have been provided (or i) evidence that Buyer has established a trust to hold the date assets of hire with the corresponding Buyer for LOA Employees401(k) Plan, and (“Buyer DC Plans”). Prior to the Closing Date, ii) that the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification 401(k) Plan is qualified under Section 401(a) of the Code and its related that the trust meets holding the requirements for tax exemption assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the CodeCode but no earlier than seventy-five (75) days after the Effective Date (the date of transfer, the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive Such transfer shall include a distribution transfer of his or her full account balance the applicable assets from the trust pursuant to the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted 401(k) Plan to have such distribution “rolled over” in cash the trust pursuant to an accepting eligible retirement plan the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller DC Plans as soon as practicable after 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date Date. No later than thirty (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after 30) days following the Closing Date, in accordance with the applicable terms Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers 401(k) Plan, (ii) details of any outstanding plan loans from the Seller DC Plans401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. Immediately prior to (a) As of the Closing DateClosing, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly EmBord▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es ll cause the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Former Mt. Holly EmBord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate ll (i) as soon as practicable after of the Closing Date (or cause the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) trustees of the Code and its related trust meets the requirements for tax exemption under Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a distribution of his or her full account balance from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Savings Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Dateidentify, in accordance with the applicable terms spinoff provisions set forth under Section 414(l) of the Seller DC Code, the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in effect at such times no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall be amended to provide that such repayments (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be made. The Buyer shall cause transferred (the applicable Buyer DC Plans "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to accept qualified direct the date on which such transfer is to occur; and indirect rollovers from the Seller DC Plans.(ii) as soon as

Defined Contribution Plans. Immediately prior to the Closing Date, the Seller shall take, or cause to be taken, all such actions as may be necessary for to cause the Company to cease to participate be a participating employer under the Seller’s defined contribution plans covering (the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”)) covering the Continuing Employees. The Buyer will establish Effective as of January 1, 2007, Purchaser or designate its Affiliates shall have in effect one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate as soon as practicable after (the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer Purchaser DC Plans”). Prior , which shall be intended to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification be qualified under Section 401(a) of the Code and its related trust meets the requirements for tax exemption under Section 501(a) other applicable provisions of the Code. Each Mt. Holly Em▇▇▇▇▇eContinuing Employee (other than each Continuing Employee who, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e as of the Closing Date, is eligible for retirement from Seller and, as such, will be permitted to receive a distribution considered “retired” for purposes of his or her full account balance from the Seller DC Plans (the “Retiree Eligible Employees”)) participating in any Seller DC Plans immediately prior to the Closing Date shall become a participant in a Purchaser DC Plan as of January 1, 2007. At such time that is reasonably requested by Purchaser, Seller shall cause the trustees of the Seller DC Plans to transfer, but no later than December 31, 2006, in accordance with Section 414(l) of the Code, the full account balances of the Continuing Employees (excluding any account balances of the Retiree Eligible Employees) under the Seller DC Plans to the appropriate trustees as designated by Purchaser under the trust agreements forming parts of the Purchaser DC Plans. All Mt. Holly Em▇▇▇▇▇es Such transfer shall include and Mt. Holly Ne▇ ▇▇▇es will be permitted give effect to have outstanding loan balances under the Seller DC Plans as of the Closing Date. Seller shall make all necessary amendments to the Seller DC Plans and their related trust agreements to provide for the transfer of assets described in this Section 8.05(d), and Seller and Purchaser shall cooperate to make all filings with applicable government authorities required with respect to such distribution “rolled over” transfer, including without limitation any IRS Form 5310-A filings and to effect the transfer contemplated by this Section 8.05(d). Except as expressly provided in cash to an accepting eligible retirement plan in accordance this Section 8.05(d), all liabilities, obligations and commitments associated with the Seller DC Plans as soon as practicable that arise out of or relate to the period prior to the Closing shall remain liabilities of Seller on and after the Closing Date (or the date and shall be considered Excluded Liabilities for all purposes of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Date, in accordance with the applicable terms of the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers from the Seller DC Plansthis Agreement.

Defined Contribution Plans. Immediately prior to (a) As of the Closing DateClosing, the Seller shall take, or cause to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly EmBord▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es ll cause the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, 99 the Bord▇▇, ▇▇c. Union Savings Plan and the Former Mt. Holly EmBord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to participate ll (i) as soon as practicable after of the Closing Date (or cause the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) trustees of the Code and its related trust meets the requirements for tax exemption under Section 501(a) of the Code. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a distribution of his or her full account balance from the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with the Seller DC Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Savings Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after the Closing Dateidentify, in accordance with the applicable terms spinoff provisions set forth under Section 414(l) of the Seller DC Code, the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in effect at such times no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall be amended to provide that such repayments (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be madetransferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon as 100 practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities. As soon as practicable after the Closing, and pursuant to the procedures set forth below, Bord▇▇ ▇▇▇ll cause the trustees of the Savings Plans to transfer to the trustee of the Parent Savings Plan the following amount (the "Total Transfer Amount"): (A) the full account balances (in kind or in cash as determined by Bord▇▇, ▇▇d notes for any loans to the Business Employees) of all Business Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the period ending on the close of business on the day preceding the Closing, plus (B) earnings on such account balances attributable to the period from the Closing to the Transfer Date, reduced by (C) any benefit or withdrawal payments in respect of the Business Employees prior to the Transfer Dates. The Buyer "Transfer Date" shall be the first day of the month following a 15th day of a month by which Parent has requested the transfer and Bord▇▇ ▇▇▇ received copies of the applicable favorable IRS determination letters. On the Transfer Date, Bord▇▇ ▇▇▇ll transfer 90% of its good faith estimate of the Total Transfer Amount. Upon the completion of a calculation of the Total Transfer Amount by the recordkeeper for the Savings Plans (such calculation to occur no later than 120 days after the Transfer Date and such calculation to be binding on Parent), the Savings Plans shall transfer to the Parent Savings Plan an amount equal to the difference between the Total Transfer Amount and any amounts previously transferred to the Parent Savings Plan or, if 101 applicable, the Parent Savings Plan shall transfer to the Savings Plans an amount equal to the difference between any amounts previously transferred to the Parent Savings Plan and the Total Transfer Amount. In consideration of the transfer of assets hereunder, Parent shall, as of the Transfer Date, cause the applicable Buyer DC Plans Parent Savings Plan to accept qualified direct assume the liabilities for benefits payable to plan participants and indirect rollovers from the Seller DC Plansbeneficiaries in respect of participants for whom assets (including notes) are transferred.

Defined Contribution Plans. Immediately prior to As soon as practicable following the Closing Date, the Seller Buyer (or one of its Affiliates) shall take, take all action necessary or cause appropriate to be taken, all such actions as may be necessary for the Company to cease to participate under the Seller’s defined contribution plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in which all Mt. Holly Emthe ▇▇▇▇▇ ▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible ▇ Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate as and vesting. As soon as reasonably practicable after such date as the Closing Date Sellers have been provided (or i) evidence that Buyer has established a trust to hold the date assets of hire with the corresponding Buyer for LOA Employees401(k) Plan, and (“Buyer DC Plans”). Prior to the Closing Date, ii) that the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification 401(k) Plan is qualified under Section 401(a) of the Code and its related that the trust meets holding the requirements for tax exemption assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the CodeCode (the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ ▇▇▇e and Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive Such transfer shall include a distribution transfer of his or her full account balance the applicable assets from the trust pursuant to the Seller DC Plans. All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted 401(k) Plan to have such distribution “rolled over” in cash the trust pursuant to an accepting eligible retirement plan the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller DC Plans as soon as practicable after 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date Date. No later than thirty (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plans to permit all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with any outstanding loans under Seller DC Plans to continue to accept manual repayments of such outstanding loans after 30) days following the Closing Date, in accordance with the applicable terms Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller DC Plans as in effect at such times that such repayments are to be made. The Buyer shall cause the applicable Buyer DC Plans to accept qualified direct and indirect rollovers 401(k) Plan, (ii) details of any outstanding plan loans from the Seller DC Plans401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date.