Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be expected to occur. With respect to any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be expected to occur. With respect to any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could is reasonably be expected to occur. With occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsassets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred prior to the Closing Date that is unresolved and that has not been waived pursuant to the provisions of the Original Credit Agreement that individually or in the aggregate has or could reasonably be expected to occurhave a Material Adverse Effect. With No other ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that has not been waived pursuant to the provisions of the Original Credit Agreement that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. All payments that a Controlled Group member is required, under applicable law or under the governing documents, to make as a contribution to or a benefit under each ERISA Plan have been made except for such payments the non-payment of which, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect. All liabilities of each Controlled Group member with respect to each ERISA Plan have been fully funded based upon reasonable and proper actuarial assumptions, have been fully insured, or have been fully reserved for on its financial statements, except to the extent to which any Pension failure to so fund, insure or reserve has not or could not reasonably be expected to have a Material Adverse Effect. No changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan, no accumulated funding deficiency exists for which there would except to the extent any such increases individually or in the aggregate do not have or could not reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment amendment” period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972; provided, however, that an ERISA Plan and any associated trust shall not be treated as having failed to meet any of the requirements set forth in each casepreceding items (a) through (e), except for noncompliances that, in if the aggregate, failure is correctable under Part IV or V of Revenue Procedure 2006-27 or a subsequent Revenue Procedure or if the failure has not had or could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ ' Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsassets by an amount that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 hereto identifies No ERISA Event is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been funded based upon reasonable and Multiemployer Plan as of the Effective Dateproper actuarial assumptions, has been insured, or has been fully reserved for on its financial statements other than any failure to fund or failure to insure or reserve which is not material. No ERISA Event has changes have occurred or could reasonably be are expected to occur. With respect to any Pension occur that would cause a material increase in the cost of providing benefits under the ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expiredexpired or an application for a favorable determination is pending; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsassets by any amount which would be material. As used in this Section 6.9 “material” shall have the meaning ascribed thereto in Section 5.6 hereof.

Employee Benefits Plans. Schedule 3.10 hereto 4.10 identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be expected to occur. With occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under Applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. As of the most recent date of release of the financial statements for each Controlled Group member, the liability of such Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions or has been fully insured. No changes have occurred that would cause a material increase in the cost of providing benefits under any Pension ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ) of the IR Code: (a) the such ERISA Plan and any associated trust operationally comply in all respects with the applicable requirements of Code Section 401(a)) of the IR Code; (b) the such ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) of the IR Code (as extended under Treasury Regulations regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service IRS stating that the such ERISA Plan qualifies under Code Section 401(a)) of the IR Code, that the associated trust qualifies under Code Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)) of the IR Code, unless the such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the such ERISA Plan currently satisfies the requirements of Code Section 410(b)) of the IR Code, subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the such ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in 4972 of the aggregate, could not reasonably be expected to have a Material Adverse EffectIR Code. With respect to any Pension Plan (other than the Computervision Pension Plan), there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each Plan has been fully funded based upon reasonable and Multiemployer Plan as of the Effective Dateproper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No ERISA Event has changes have occurred or could reasonably be are expected to occur. With respect to any Pension occur that would cause a material increase in the cost of providing benefits under the Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-above- described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets, or if it does, it does not have a material adverse effect on the Companies taken as whole. Neither Borrower nor any Controlled Group member has had a complete or partial withdrawal from any Multiemployer Plan which has resulted in material liability to Borrower which has not been satisfied, and neither Borrower nor any Controlled Group member would become subject to any material liability under ERISA if Borrower or such Controlled Group member were to withdraw completely from all such Multiemployer Plans to which Borrower or any Controlled Member contributes or has an obligation to contribute.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. (a) Schedule 3.10 hereto identifies 4.14(a) lists each ERISA Plan material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each material bonus, incentive compensation, equity-based incentive, deferred compensation, retirement, fringe benefit or other employee benefit plan or agreement sponsored and Multiemployer Plan maintained by (i) any member of the Company Group with respect to any current or former employees, consultants, independent contractors, or directors of any member of the Company Group or (ii) any Seller or any Subsidiary of any Seller with respect to any persons employed by the Seller or any of its Subsidiaries primarily in connection with the Business, and each other employee benefit or compensation plan, program, or arrangement pursuant to which the Seller or any Subsidiary of Seller has (as of the Effective Execution Date) or reasonably expects the Purchaser will have (as a result of the transactions contemplated by this Agreement) any liability (each, a “Company Benefit Plan”); provided that the Seller shall not be required to list on Schedule 4.14(a) any Company Benefit Plan disclosed in Parent’s reports and other documents filed with the SEC prior to September 19, 2008. No ERISA Event Except as disclosed in Parent’s reports and other documents filed with the SEC prior to September 19, 2008, the Seller has occurred or could reasonably be expected made available to occur. With respect to the Purchaser correct and complete copies of each Company Benefit Plan (or, in the case of any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA such Company Benefit Plan that is intended to be qualified under Code Section 401(aunwritten, a description of all material terms thereof), (a) the ERISA . Each Company Benefit Plan has been maintained in compliance with its terms and any associated trust operationally comply with the applicable requirements provisions of ERISA, the Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, applicable Laws except for noncompliances that, in the aggregate, could any non-compliance that would not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan Neither the Seller (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined Business) nor any member of the Company Group has incurred any liability under Section 502 of ERISA or any excise tax under Chapter 43 of the Code, nor does any circumstance exist that could reasonably be expected to result in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsany such liability or excise tax that would have a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could is expected to occur which would reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan that presents a risk of the imposition of material liability on a Company or of the imposition of a Lien on the assets of a Company. The liability of each Controlled Group member with respect to each such ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Pension such ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan established or maintained by a Company that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a)) in all material respects; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) in all material respects and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. No ERISA Plan is a Pension Plan that is subject to Title IV of ERISA or to the minimum funding requirements of Code Section 412 or ERISA Section 302.

Employee Benefits Plans. Schedule 3.10 7.14 hereto identifies as of the date hereof each ERISA Plan and Multiemployer Plan sponsored or maintained by a Company or BRJ Seller. Except as of the Effective Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or could is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to occur. With respect to any Pension Planhave a Material Adverse Effect, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could . Except as would not reasonably be expected to have a Material Adverse Effect. With , with respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member is required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan; (b) the liability of each Controlled Group member with respect to any Pension each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-described above‑described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. The Borrower represents that, as of the date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No material ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Section 6.12.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies satisfies, in all material respects, the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Any reference to “material” in this Section 6.11 shall have the same meaning as material under Section 5.6 hereof.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occuroccur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. With respect to any Pension each ERISA Plan, no accumulated funding deficiency exists for which there changes have occurred or are expected to occur that would be an excise tax under Code Section 4971cause a material adverse effect on TCC or any Domestic Guarantor of Payment. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with in all material respects all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.described

Employee Benefits Plans. All Employee Benefit Plans maintained by the City or the Hospital, or to which the City or the Hospital is obligated to contribute or otherwise has an obligation, all of which relate to the Business, are listed on Schedule 3.10 hereto identifies each ERISA 2.16 hereto. True and complete copies of all documents relating to such Employee Benefit Plans have been made available to SEARHC and/or its agents or, if no Employee Benefit Plan and Multiemployer document exists, a description of all material terms of such Employee Benefit Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be expected to occuris set forth on Schedule 2.16. With respect to the Employee Benefit Plans: to the City’s Knowledge, with the exception of the PERS Plans, all such Employee Benefit Plans have been maintained, funded and administered in compliance in all material respects with all applicable Laws; no Employee Benefit Plan is or has within the last three years been subject to the minimum funding requirements of Section 412 or 430 of the Code; the City does not have any Pension Planobligation to contribute, has not partially or completely withdrawn from, and does not have any Liability with respect to any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA; each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is a “governmental plan” under Section 414(d) of the Code that is tax-qualified under Section 401(a) of the Code, the related trust is exempt from tax under Section 501(a) of the Code, and to the City’s Knowledge, no accumulated funding deficiency exists for which there facts or circumstances exist that would be an excise tax under Code Section 4971. With reasonably likely to jeopardize the qualification of such Employee Benefit Plan; with respect to each ERISA Plan that is intended the Employee Benefit Plans, all required contributions have been made or properly accrued on the City’s financial statements; and the transactions contemplated by this Agreement shall not result in SEARHC having any liability with respect to be qualified under Code Section 401(a), (aany Employee Benefit Plan. Employees . Schedule 2.17(a) lists the ERISA Plan and any associated trust operationally comply employees of the City or the Hospital who provide services in connection with the applicable requirements of Code Section 401(aBusiness and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (biii) the ERISA Plan current rate of compensation; (iv) any commission, bonus or other incentive-based compensation; (v) date of hire; (vi) status (i.e., exempt or non-exempt from state and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations federal minimum wage and other Treasury pronouncements upon which taxpayers may relyovertime pay requirements); (cvii) a statement of the ERISA Plan amount and any associated trust have received a favorable determination letter from type(s) of accrued unused paid time off available; (viii) eligibility for, and participation in, Employee Benefit Plans; and (ix) for each Employee on leave of absence, the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a)date upon which leave commenced, that the associated trust qualifies under Code Section 501(a) and, if applicableknown, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(kanticipated return to work date. Except as described on Schedule 2.17(b), unless and with respect to employees of the ERISA Plan was first adopted at a time City or the Hospital who provide services in connection with the Business: (i) there are no (and for which the above-described “remedial amendment period” has not yet expired; last three years have been no) collective agreements or bargaining relationships or other contracts or understandings with any labor organization with respect to such employees, (dii) to the ERISA Plan currently satisfies City’s Knowledge there is no organizational effort presently being made or threatened by or on behalf of any labor union with respect to such employees, and to the requirements of Code Section 410(b), subject to any retroactive amendment that may be made City’s Knowledge no such efforts have occurred within the above-described “remedial amendment period”; last three years, (iii) there is no worker’s compensation liability, experience or matter outside the Ordinary Course of Business, (iv) there are no strikes, slowdowns, work stoppages, material grievances, material unfair labor practices claims or other material employee or labor disputes currently pending or threatened against or involving the City and none has occurred within the last three years, (ev) no contribution made to the ERISA Plan is subject City’s Knowledge, neither the City nor the Hospital has engaged in any unfair labor practices within the meaning of the National Labor Relations Act at any time in the last three years, (vi) during the three year period immediately preceding the Execution Date and the Closing Date, with respect to an excise tax under Code Section 4972the Business, in each case, except for noncompliances that, neither the Hospital nor the City has separately or in the aggregate, could not reasonably be expected to implemented any layoffs of employees that resulted in twenty-five (25) or more employees being laid off within any 90-day period, (vii) there are (and for the last three years there have a Material Adverse Effect. With respect to been) no pending or threatened in writing complaints or charges before any Pension Plan Governmental Authority regarding employment discrimination, safety or other employment-related charges or complaints, wage and hour claims, unemployment compensation claims, worker’s compensation claims or the like involving any current or former employee of the City or the Hospital who provide services in connection with the Business, (other than viii) the Computervision Pension PlanCity and the Hospital are (and for the last three years have been), the “accumulated benefit obligation” in material compliance with all applicable Laws and Contracts respecting employment and employment practices, labor relations, terms and conditions of Controlled Group members employment and wages and hours with respect to the Pension Plan operation of the Business, and (ix) none of SEARHC, the City or the Hospital will be subject to any claim or liability for severance pay as determined a result of the consummation of the transactions contemplated by this Agreement. Financial Information . Schedule 2.18 hereto contains the following financial statements and financial information (collectively, along with any financial statements provided under Section 6.20, the “Financial Statements”): (i) audited statements of net position, revenues, expenses, changes in net position, and cash flows of the Hospital and the City relating to the Business as of and for the twelve-month periods ended June 30, 2017, and June 30, 2018; and (ii) the unaudited statements of net position, revenues, expenses, and changes in net position, and cash flows of the City and the Hospital relating to the Business as of and for the [_____] months ended [__________], [____]2 (the “Interim Financial Statements”). The Financial Statements are correct and complete in all material respects, have been prepared in accordance with Statement GAAP, applied on a consistent basis throughout the periods indicated (provided that the Interim Financial Statements lack footnotes) and fairly present the financial condition and results of Accounting Standards Nooperations and cash flows of the City and the Hospital relating to the Business as of the respective dates thereof and for the periods referred to therein, all in accordance with GAAP. 87The books and records of the City and the Hospital relating to the Business are and have been prepared and maintained in form and substance in accordance with GAAP, “Employers’ Accounting applied consistently with the principles, practices, methodologies and policies used in the preparation of the Financial Statements, to fairly and accurately reflect in all material respects all of the assets and Liabilities of the City and the Hospital relating to the Business and all Contracts and transactions to which the City or the Hospital is or was a party (with respect to the Business) or by which the City, the Hospital, or the Business are or were affected. Except for Pensions”(i) does Liabilities that are disclosed in this Agreement, (ii) Liabilities set forth on the Financial Statements, (iii) Liabilities arising from this Agreement and the City’s Closing Documents, (iv) Liabilities which do not exceed meet the fair market value applicable thresholds set forth in Section 2.15 for certain changes or events since June 30, 2018, and (v) Liabilities that have arisen since the date of Pension Plan assetsthe Interim Financial Statements in the Ordinary Course of Business (none of which relates to a breach of Contract, breach of warranty, tort, or violation of Law), to the City’s Knowledge there are no Liabilities of any nature of the City or the Hospital relating to the Business or the Acquired Assets. Intellectual Property . To the City’s Knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of any intellectual property rights of the City or the Hospital, any trade secret of the City or the Hospital, or any intellectual property right of any third party to the extent licensed by or through the City or the Hospital, including any employee or former employee of the City or the Hospital, relating in any way to any of the Acquired Assets or the Business. To the City’s Knowledge, there are no royalties, fees or other payments payable by the City or the Hospital to any Person by reason of the ownership, use, sale or disposition of intellectual property related to any of the Acquired Assets except as set forth in the Contracts. Neither the City nor the Hospital has any patents, registered trademarks, registered service marks or registered copyrights related to any of the Acquired Assets or the Business, and to the City’s Knowledge, neither the City nor the Hospital is infringing upon any patents, trademarks, service marks, copyrights or in violation of any trade secret or other proprietary right of any third party related to any of the Acquired Assets or the Business. Neither the City nor the Hospital has brought any Proceeding against any third party for infringement of intellectual property or breach of any license or Contract involving intellectual property related to any of the Acquired Assets or the Business.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member is required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan; (b) the liability of each Controlled Group member with respect to any Pension each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to 84 occur that would cause a material increase in the cost of providing benefits under the ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-above described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. The Borrower represents that, as of the date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA.

Employee Benefits Plans. Schedule 3.10 hereto 4.10 identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be expected to occur. With occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under Applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. As of the most recent date of release of the financial statements for each Controlled Group member, the liability of such Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions or has been fully insured. No changes have occurred that would cause a material increase in the cost of providing benefits under any Pension ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. Each ERISA Plan is in compliance with all Applicable Laws. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ) of the IR Code: (a) the such ERISA Plan and any associated trust operationally comply in all respects with the applicable requirements of Code Section 401(a)) of the IR Code; (b) the such ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) of the IR Code (as extended under Treasury Regulations regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service IRS stating that the such ERISA Plan qualifies under Code Section 401(a)) of the IR Code, that the associated trust qualifies under Code Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)) of the IR Code, unless the such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the such ERISA Plan currently satisfies the requirements of Code Section 410(b)) of the IR Code, subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the such ERISA Plan is subject to an excise tax under Section 4972 of the IR Code Section 4972and (f) to the knowledge of the Group Company, in each case, except for noncompliances that, nothing has occurred or is reasonably expected to occur that could result in the aggregate, could not reasonably be expected to have a Material Adverse Effectloss of the qualified status of such ERISA Plan. With respect to any Pension Plan (other than the Computervision Pension Plan), there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 7.14 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Pension ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the any ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. No Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of Plan. Since the Effective Date. No , no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to any Pension Planeach ERISA Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with applicable law, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any all Pension Plan (other than the Computervision Pension Plan)Plans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the aggregate fair market value of all Pension Plan assetsassets by more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all Multiemployer Plans in a “complete withdrawal” (within the meaning of ERISA Section 4203) such withdrawal would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No material ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all material amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. Each material liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies satisfies, in all material respects, the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan (a) Except as of the Effective Date. No ERISA Event has occurred or could would not reasonably be expected expected, individually or in the aggregate, to occur. With respect to any Pension Planresult in a Material Adverse Effect, no accumulated funding deficiency exists for which there would be an excise tax under (i) each Plan is in compliance with the applicable provisions of ERISA, the Code Section 4971. With respect to and other applicable federal and state laws and (ii) each ERISA Plan that is intended to be a qualified plan under Code Section 401(a), (a) of the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements may rely upon an opinion letter for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have prototype plan or has received a favorable determination letter from the Internal Revenue Service stating IRS to the effect that the ERISA form of such Plan qualifies is qualified under Code Section 401(a), that ) of the associated Code and the trust qualifies related thereto has been determined by the IRS to be exempt from federal income tax under Code Section 501(a) andof the Code, if applicable, that any cash or deferred arrangement under an application for such a letter will be submitted to the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made IRS within the above-described “remedial amendment period”; applicable required time period with respect thereto or is currently being processed by the IRS, and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972knowledge of any Loan Party, in each casenothing has occurred that would prevent, except for noncompliances thator cause the loss of, such tax-qualified status. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Borrowers or any of the Restricted Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could not reasonably be expected to subject the Borrowers or any Restricted Subsidiary, directly or indirectly, to any tax or civil penalty. (c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. (d) (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, Multiemployer Plan or Foreign Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (iii) there exists no Unfunded Pension Liability, (iv) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (v) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (vi) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (vii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and (viii) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (viii) of this Section 5.11(a), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (e) (i) With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined unfunded liabilities in accordance with Statement of Accounting Standards No. 87applicable Law and, “Employers’ Accounting for Pensions”where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained and (ii) does not exceed the fair market value of Pension Plan assets.except as disclosed or reflected in such financial statements, there are no aggregate unfunded liabilities with respect

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of Plan. Since the Effective Restatement Date. No , no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to any Pension Planeach ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. If all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) such withdrawal would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of Plan. Since the Effective Date. No , no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to any Pension Planeach ERISA Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with applicable law, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any all Pension Plan (other than the Computervision Pension Plan)Plans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the aggregate fair market value of all Pension Plan assetsassets by more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all 66 NAI-1519170929v11 Multiemployer Plans in a “complete withdrawal” (within the meaning of ERISA Section 4203) such withdrawal would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan of each Company as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) is not material.

Employee Benefits Plans. Schedule 3.10 7.14 hereto identifies as of the Third Amendment Closing dDate hereof each ERISA Plan and Multiemployer Canadian Pension Plan sponsored or maintained by a Company. Except as of the Effective Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or could is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to occur. With respect to any Pension Planhave a Material Adverse Effect, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could . Except as would not reasonably be expected to have a Material Adverse Effect. With , with respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. (a) Schedule 3.10 6.10 hereto identifies each ERISA Plan and each Multiemployer Plan as of the Effective Closing Date. No Except as set forth on Schedule 6.10 hereto, no ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan that would have a Material Adverse Effect. Except as would not result in a Material Adverse Effect, full payment has been made of all amounts that a Controlled Group member is required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements except for such failure that would be an excise tax not result in a Material Adverse Effect. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a)) except for such failure that would not result in a Material Adverse Effect; (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely)) except for such failure that would not result in a Material Adverse Effect; (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”" except for such failure that would not result in a Material Adverse Effect; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to 4972 that would have a Material Adverse Effect. With Except as would not result in a Material Adverse Effect, with respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each (a) SCHEDULE 2.14 lists all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other employee benefit plans, contracts or arrangements including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ERISA Plan and Multiemployer Plan as (the "EMPLOYEE BENEFIT PLANS") which cover any current or former employee, officer, director or consultant of Seller or any portion of the Effective DateBusiness. SCHEDULE 2.14 separately identifies all Deferred Compensation Liabilities and all Employee Benefit Plans providing retiree benefits and a calculation of the present value of all retiree Liabilities. All Employee Benefit Plans have been established and maintained in all material respects in accordance with their terms. No Employee Benefit Plan is or was collectively bargained for. The Employee Benefit Plans which are described in Section 3(3) of ERISA (the "ERISA PLANS") are in compliance in all material respects with all provisions of ERISA, other applicable Laws and, if intended to be tax qualified, Sections 401(a) and 501(a) of the Code. All ERISA Plans which are intended to qualify under Section 401(a) of the Code have been submitted to and approved under Section 401(a) of the Code by the IRS and, to the best knowledge of Seller and FRE, nothing has occurred which would cause the loss of such tax qualification. No Liability under ERISA has been or is expected to be incurred by Seller, FRE, or any Affiliate thereof with respect to any ongoing, frozen or terminated "single-employer plan," within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Seller or FRE under Section 4001 of ERISA or Section 414 of the Code (an "ERISA AFFILIATE"). Seller, FRE and their Affiliates have not incurred and do not expect to incur any Liability with respect to a multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate) and have not made or are obligated to make any contributions to any multi-employer plan. All contributions required to be made under the terms of any Employee Benefit Plan have been timely made or have been duly provided for. No single-employer plan of Seller, FRE or any ERISA Affiliate thereof has any unfunded pension liability or any "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. No Reportable Event has occurred or could reasonably be expected to occur. With with respect to any ERISA Plan. Neither Seller nor FRE or their Affiliates has provided, or is required to provide, security to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a) of the Code. Seller, FRE and each ERISA Affiliate have paid all premiums (together with any interest, charges or penalties for late payment thereon) required to be paid to the Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With Benefit Guaranty Corporation with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a)plan for which such premiums are required. To the best knowledge of Seller and FRE, (a) the no ERISA Plan and has engaged in any associated trust operationally comply transaction described in Section 406 or 407 of ERISA or Section 4975 of the Code. Each ERISA Plan has at all times complied with the applicable bonding requirements of Code Section 401(a); 412 of ERISA. Each Employee Benefit Plan can be unilaterally terminated without penalty by Seller or FRE, as the case may be, on no more than sixty (b60) days' notice. There are no pending or, to the ERISA Plan and knowledge of Seller or FRE, threatened Claims relating to any associated trust have been amended to comply with all such requirements as currently in effectEmployee Benefit Plan, other than those requirements routine Claims for benefits in the ordinary course, asserted against (i) any Employee Benefit Plan or its assets, (ii) Seller, FRE or any ERISA Affiliate or (iii) any fiduciary, for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash Seller or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that FRE may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972directly or indirectly liable, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsthrough indemnification obligations or otherwise.

Employee Benefits Plans. Schedule 3.10 7.14 hereto identifies as of the date hereof each ERISA Plan and Multiemployer Plan sponsored or maintained by a Company. Except as of the Effective Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or could is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to occur. With respect to any Pension Planhave a Material Adverse Effect, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could . Except as would not reasonably be expected to have a Material Adverse Effect. With , with respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 3.10 hereto SCHEDULE 6.10 identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have 39 received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. In the event all Controlled Group members were to withdraw from all Multi-employer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203), the resultant liability, if any, would not have a material and adverse impact on the Companies taken as a whole.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as 50 currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) other than the ERISA Plan identified as item 1 on Schedule 6.10, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 7.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto 6.11 to the Closing Officer's Certificate identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No material ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The material liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No material changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Any failure with respect to this Section 6.11 shall not be deemed to be a violation of this provision unless such failure has had or could reasonably be expected to result in liabilities or claims against one or more Borrowers or Controlled Group members in an aggregate amount of Five Hundred Thousand Dollars ($500,000) or more.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member is required, under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan; (b) the liability of each Controlled Group member with respect to any Pension each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code 91 Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. The Borrower represents that, as of the date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to an ERISA Plan. Full payment has been made of all material amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan, other than any Pension Plan, no accumulated funding deficiency exists has been, in all material respects, fully funded based upon reasonable and proper actuarial assumptions, fully insured or reserved for which there on its financial statements to the extent required by GAAP. No changes have occurred or are expected to occur that would be cause an excise tax increase in the cost of providing benefits under Code Section 4971the ERISA Plan by an aggregate amount that is material. With respect to each ERISA Pension Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Pension Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Pension Plan and any associated trust have has been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Pension Plan and any associated trust have has received a favorable determination letter from the Internal Revenue Service stating that the ERISA Pension Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Pension Plan qualifies under Code Section 401(k), unless the ERISA Pension Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Pension Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Pension Plan is subject to an excise tax under Code Section 4972. As used in this Section, in each case, except for noncompliances that, in "material" means the aggregate, could not reasonably measure of a matter of significance which shall be expected to have a Material Adverse Effect. With respect to any Pension Plan determined as being an amount exceeding Ten Million Dollars (other than the Computervision Pension Plan$10,000,000), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No material ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all material amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The material liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No material changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally materially comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to materially comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan materially qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan materially qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the material requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not materially exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ," and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assetsassets by an amount more than Two Hundred Fifty Thousand Dollars ($250,000). The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not be reasonably likely to cause or result in a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists for which there would be an excise tax under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan qualified under Code Section 4971401(a) has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a)) in all material respects or are subject to cure under a correction program approved by a Governmental Authority; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) to the extent applicable, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Planqualified under Code Section 401(a), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies ------------- each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not exceed One Million Dollars ($1,000,000).

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of Plan. Since the Effective Date. No , no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to any Pension Planeach ERISA Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with applicable law, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any all Pension Plan (other than the Computervision Pension Plan)Plans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.for

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DateClosing Date covering employees of a Company. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under t he governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded to the extent required by law, based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there would be an excise tax under Code Section 4971on its financial statements. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not not, in any material way, exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan Plan. Except as of the Effective Date. No set forth on Schedule 6.10 hereto, no ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as set forth on Schedule 6.10 hereto, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With with respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. (a) Schedule 3.10 hereto identifies each 2.17 lists all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other employee benefit plans, contracts or arrangements including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ERISA Plan and Multiemployer Plan as (the "Employee Benefit Plans") which cover any current or (to the extent currently in effect) former employee, officer, director or consultant of CoMed or any portion of the Effective DateBusiness. Schedule 2.17 separately identifies all Deferred Compensation Liabilities and all Employee Benefit Plans providing retiree benefits and a calculation of the present value of all retiree Liabilities. All Employee Benefit Plans have been established and maintained in accordance with their terms. No Employee Benefit Plan is or was collectively bargained for. The Employee Benefit Plans which are described in Section 3(3) of ERISA (the "ERISA Plans") are in material compliance with all provisions of ERISA, other applicable Laws and, if intended to be tax qualified, Sections 401(a) and 501(a) of the Code. All ERISA Plans which are intended to qualify under Section 401(a) of the Code have been submitted to and approved under Section 401(a) of the Code by the IRS and, to the best knowledge of CoMed and the Shareholders, nothing has occurred which would cause the loss of such tax qualification. No Liability under ERISA has been or is expected to be incurred by CoMed or any Affiliate of CoMed with respect to any ongoing, frozen or terminated "single-employer plan," within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with CoMed under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"). CoMed and its Affiliates have not incurred and do not expect to incur any Liability with respect to a multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate) and have not made and are not obligated to make any contributions to any multi-employer plan. All contributions required to be made under the terms of any Employee Benefit Plan have been timely made or have been duly provided for. No single-employer plan of CoMed or any ERISA Affiliate of CoMed has any unfunded pension liability or any "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. No Reportable Event has occurred or could reasonably be expected to occur. With with respect to any ERISA Plan. Neither CoMed nor any of its Affiliates has provided, or is required to provide, security to any single-employer plan of an ERISA Affiliate pursuant to Section 401 (a) of the Code. CoMed and each ERISA Affiliate have paid all premiums (together with any interest, charges or penalties for late payment thereon) required to be paid to the Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With Benefit Guaranty Corporation with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the plan for which such premiums are required. No ERISA Plan and has engaged in any associated trust operationally comply transaction described in Section 406 or 407 of ERISA or Section 4975 of the Code. Each ERISA Plan has at all times complied with the applicable bonding requirements of Code Section 401(a); 412 of ERISA. Each Employee Benefit Plan can be unilaterally terminated without penalty by CoMed on no more than sixty (b60) days' notice. There are no pending or, to the ERISA Plan and knowledge of CoMed or the Shareholders, threatened Claims relating to any associated trust have been amended to comply with all such requirements as currently in effectEmployee Benefit Plan, other than those requirements routine Claims for benefits in the ordinary course, asserted against (i) any Employee Benefit Plan or its assets, (ii) CoMed or any ERISA Affiliate, or (iii) any fiduciary, for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that CoMed may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972directly or indirectly liable, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsthrough indemnification obligations or otherwise.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of Plan. Since the Effective Date. No , no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to any Pension Planeach ERISA Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with applicable law, no accumulated funding deficiency exists has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan that could reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any all Pension Plan (other than the Computervision Pension Plan)Plans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.Standards

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan (other than increases in the number of Company employees, revision of the scope of health care plans, and deductibles, franchises, and co-pay clauses thereunder, or increases in costs imposed by plan providers or administrators). With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the material applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such material requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. As used in this Section 6.11, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth.

Employee Benefits Plans. Schedule 3.10 hereto SCHEDULE 6.11 identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a401 (a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b401 (b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a501 (a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-above- described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as has determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not exceed Twenty-Five Thousand Dollars ($25,000).

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each (a) SCHEDULE 2.14 lists all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other employee benefit plans, contracts or arrangements including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ERISA Plan and Multiemployer Plan as (the "EMPLOYEE BENEFIT PLANS") which cover any current or former employee, officer, director or consultant of Seller or any portion of the Effective DateBusiness. SCHEDULE 2.14 separately identifies all Deferred Compensation Liabilities and all Employee Benefit Plans providing retiree benefits and a calculation of the present value of all retiree Liabilities. All Employee Benefit Plans have been established and maintained in all material respects in accordance with their terms. No Employee Benefit Plan is or was collectively bargained for. The Employee Benefit Plans which are described in Section 3(3) of ERISA (the "ERISA PLANS") are in compliance in all material respects with all provisions of ERISA, other applicable Laws and, if intended to be tax qualified, Sections 401(a) and 501(a) of the Code. All ERISA Plans which are intended to qualify under Section 401(a) of the Code have been submitted to and approved under Section 401(a) of the Code by the IRS and, to the best knowledge of Seller, nothing has occurred which would cause the loss of such tax qualification. No Liability under ERISA has been or is expected to be incurred by Seller or any Affiliate of Seller with respect to any ongoing, frozen or terminated "single-employer plan," within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with Seller under Section 4001 of ERISA or Section 414 of the Code (an "ERISA AFFILIATE"). Seller and its Affiliates have not incurred and do not expect to incur any Liability with respect to a multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate) and have not made or are obligated to make any contributions to any multi-employer plan. All contributions required to be made under the terms of any Employee Benefit Plan have been timely made or have been duly provided for. No single-employer plan of Seller or any ERISA Affiliate of Seller has any unfunded pension liability or any "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. No Reportable Event has occurred or could reasonably be expected to occur. With with respect to any ERISA Plan. Neither Seller nor any of its Affiliates has provided, or is required to provide, security to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a) of the Code. Seller and each ERISA Affiliate have paid all premiums (together with any interest, charges or penalties for late payment thereon) required to be paid to the Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With Benefit Guaranty Corporation with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a)plan for which such premiums are required. To the best knowledge of Seller, (a) the no ERISA Plan and has engaged in any associated trust operationally comply transaction described in Section 406 or 407 of ERISA or Section 4975 of the Code. Each ERISA Plan has at all times complied with the applicable bonding requirements of Code Section 401(a); 412 of ERISA. Each Employee Benefit Plan can be unilaterally terminated without penalty by Seller on no more than sixty (b60) days' notice. There are no pending or, to the ERISA Plan and knowledge of Seller, threatened Claims relating to any associated trust have been amended to comply with all such requirements as currently in effectEmployee Benefit Plan, other than those requirements routine Claims for benefits in the ordinary course, asserted against (i) any Employee Benefit Plan or its assets, (ii) Seller or any ERISA Affiliate or (iii) any fiduciary, for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that Seller may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972directly or indirectly liable, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsthrough indemnification obligations or otherwise.

Employee Benefits Plans. Schedule 3.10 SCHEDULE 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePension Plan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any an Pension Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each Pension Plan. The liability of each Controlled Group member with respect to each Pension Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the Pension Plan. With respect to each ERISA Pension Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Pension Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Pension Plan and any associated trust have been amended to comply comply, in all material respects, with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Pension Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Pension Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Pension Plan qualifies under Code Section 401(k), unless the ERISA Pension Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Pension Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Pension Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would be Zero Dollars ($0.00).

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred prior to the Closing Date that is unresolved that individually or in the aggregate has or could reasonably be expected to occurhave a Material Adverse Effect. With No other ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. All payments that a Controlled Group member is required, under applicable law or under the governing documents, to make as a contribution to or a benefit under each ERISA Plan have been made except for such payments the non-payment of which, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect. All liabilities of each Controlled Group member with respect to each ERISA Plan have been fully funded based upon reasonable and proper actuarial assumptions, have been fully insured, or have been fully reserved for on its financial statements, except to the extent to which any Pension failure to so fund, insure or reserve has not or could not reasonably be expected to have a Material Adverse Effect. No changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan, no accumulated funding deficiency exists for which there would except to the extent any such increases individually or in the aggregate do not have or could not reasonably be an excise tax under Code Section 4971expected to have a Material Adverse Effect. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsassets by an amount that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 hereto (a) As to U.S. Borrower and U.S. Guarantors, SCHEDULE 6.11 of the Disclosure Statement identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension a U.S. Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each Plan. The liability of each Controlled Group member with respect to each Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter or will file for and subsequently receive a favorable determination letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within in the meaning of ERISA Section 4203) would not exceed Two Hundred Fifty Thousand Dollars ($250,000).

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Except as set forth on Schedule 6.11 hereto, no accumulated funding deficiency exists full payment has been made of all amounts that a Controlled Group member is required, under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With To the knowledge of the Borrowers, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received received, or an application is pending for, a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of 100 Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DateClosing Date covering employees of a Company. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been funded to the extent required by law, based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there would be an excise tax under Code Section 4971on its financial statements. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not not, in any material way, exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occuroccur with respect to an ERISA Plan. With respect to any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan Plan. Except as of the Effective Date. No set forth on Schedule 6.10 hereto, no ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as set forth on Schedule 6.10 hereto, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With with respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 7.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a 68 material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto 6.10 identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. In the event all Controlled Group members were to withdraw from all Multi-employer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203), the resultant liability, if any, would not have a material and adverse impact on the Companies taken as a whole.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than with respect to the Computervision Pension Detroit Ball Bearing Company Union Employees’ Retirement Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto (a) As to U.S. Borrower, the Disclosure Statement identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension a U.S. Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each Plan. The liability of each Controlled Group member with respect to each Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter or will file for and subsequently receive a favorable determination letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within in the meaning of ERISA Section 4203) would not exceed Two Hundred Fifty Thousand Dollars ($250,000).

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than with respect to the Computervision Pension Detroit Ball Bearing Company Union Employees' Retirement Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 SCHEDULE 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not exceed One Million Dollars ($1,000,000).

Employee Benefits Plans. Schedule 3.10 SCHEDULE 7.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to an ERISA Plan. Full payment has been made of all material amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Pension ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. No Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 3.10 hereto identifies each Each ERISA Plan and Multiemployer Plan as of the Effective Dateis identified on Schedule 4.09 hereto. No ERISA Event has occurred prior to the Closing Date that is unresolved and no other ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), except as set forth on Schedule 4.09 hereto, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not exceed Five Million Dollars ($5,000,000).

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. If all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) such withdrawal would not result in a Material Adverse Effect.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as As of the Effective Closing Date, neither Borrower nor any member of the Controlled Group maintains or has maintained within the last six (6) years a Pension Plan subject to Title IV of ERISA. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan that could reasonably be expected to occurhave a Material Adverse Effect. With respect Full payment has been made of all amounts that a Controlled Group member is required, under applicable law or under the governing documents, to any Pension have paid as a contribution to or a benefit under each ERISA Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), and except as would not cause a Material Adverse Effect, (a) the ERISA Plan and any associated trust operationally substantially comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 7.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective DatePlan. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. Except for the changes resulting from the Sonoco Acquisition, no accumulated funding deficiency exists for which there changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter letter, or is in the process of getting such a letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets. The aggregate potential amount of liability that would result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not exceed Five Million Dollars ($5,000,0000).

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists for which there would be an excise tax under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan qualified under Code Section 4971401(a) has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a)) in all material respects or are subject to cure under a correction program approved by a Governmental Authority; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) to the extent applicable, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Planqualified under Code Section 401(a), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Date. No ERISA Event has occurred or could reasonably be ----------------------- is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan pension plan assets. A Material Adverse Effect would not occur if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203).

Employee Benefits Plans. Schedule 3.10 hereto identifies Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each Plan has been fully funded based upon reasonable and Multiemployer Plan as of the Effective Dateproper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No ERISA Event has changes have occurred or could reasonably be are expected to occur. With respect to any Pension occur that would cause a material increase in the cost of providing benefits under the Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any 58 associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “"Employers’ ' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets, or if it does, it does not have a material adverse effect on the Companies taken as whole. Neither Borrower nor any Controlled Group member has had a complete or partial withdrawal from any Multiemployer Plan which has resulted in material liability to Borrower which has not been satisfied, and neither Borrower nor any Controlled Group member would become subject to any material liability under ERISA if Borrower or such Controlled Group member were to withdraw completely from all such Multiemployer Plans to which Borrower or any Controlled Member contributes or has an obligation to contribute.

Employee Benefits Plans. Schedule 3.10 6.10 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Employee Benefits Plans. Schedule 3.10 hereto identifies each The USFI Network K.K. Office ----------------------- Regulation manual (which Seller has provided to Buyer) in conjunction with Schedules 4.10 and 4.11 comprise a list of all bonus, deferred compensation, ----------------------- pension, retirement, profit- sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other employee benefit plans, contracts or arrangements including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ---------------------- ERISA Plan and Multiemployer Plan as which cover any current or former employee, officer, or consultant of the Effective DateCompany or TelePassport Network K.K. (the "Employee Benefit Plans"). All ---------------------- Employee Benefit Plans have been established and maintained in all material respects in accordance with their terms and all applicable Laws. No Employee Benefit Plan is or was collectively bargained for. There are no Employee Benefit Plans which are covered under Section 4 of Subtitle A of Title I of ERISA Event has occurred (the "ERISA Plans") or could reasonably be expected to occur. With respect to any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With respect to each ERISA Plan that is intended to be Tax qualified under Code Section Sections 401(a)) ----------- and 501(a) of the Code. Neither the Company, (a) the ERISA Plan and Subsidiaries nor any associated trust operationally comply entity which is considered one employer with the applicable requirements Company or TelePassport Network K.K. of the Company under Section 4001 of ERISA or Section 414 of the Code ("ERISA ----- Affiliate") has incurred or expects to incur any Liability with respect to a --------- multi-employer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate) or has made or is obligated to make any contributions to any multi-employer plan as defined in Section 401(a); (b3(37) of ERISA. All contributions required to be made under the ERISA terms of any Employee Benefit Plan and any associated trust have been amended timely made or have been duly provided for. There are no pending or, to comply with all the knowledge of such requirements as currently in effectSeller, threatened Claims relating to any Employee Benefit Plan, other than those requirements routine Claims for which a retroactive amendment can be made within benefits in the “remedial amendment period” available under Code Section 401(bordinary course, asserted against (i) any Employee Benefit Plan or its assets, (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (cii) the Company, TelePassport Network K.K. or any ERISA Plan and Affiliate or (iii) any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a)fiduciary, that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b)Company or TelePassport Network K.K. is directly or indirectly liable, subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsthrough indemnification obligations or otherwise.

Employee Benefits Plans. (a) Section 5.15(a) of the Seller Disclosure Schedule 3.10 hereto identifies each ERISA material Employee Benefit Plan that is sponsored and Multiemployer Plan as maintained by a Seller or any of its Subsidiaries for the benefit of the Effective DateBusiness Employees (the “Business Employee Benefit Plans”). No None of the Sellers has any plan or commitment, whether legally binding or not, to establish any new Business Employee Benefit Plans or Employment Agreement for the benefit of the Business Employees (the “Business Employee Employment Agreements”), to materially modify any Business Employee Benefit Plan or Business Employee Employment Agreement (except to the extent required by law or to conform any such Business Employee Benefit Plan or Business Employee Employment Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer in writing, or as required by this Agreement), or to adopt or enter into any Business Employee Benefit Plan or Business Employee Employment Agreement. Each Seller has provided or made available to Buyer, to the extent applicable, complete and correct copies of (i) the plan documents (including any trusts or other agreements that implement such plan), (ii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA Event has occurred or could reasonably be expected to occur. With respect to any Pension Plan, no accumulated funding deficiency exists for which there would be an excise tax under Code Section 4971. With with respect to each ERISA Business Employee Benefit Plan that is intended subject to be qualified under Code Section 401(aERISA, (iii) the most recent opinion, advisory or determination letter received from the IRS, (iv) the most recent annual report (Form 5500, with all applicable attachments), (av) the ERISA Plan and any associated all related trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effectagreements, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations insurance contracts, and other Treasury pronouncements upon which taxpayers may rely); funding arrangements that implement each Business Employee Benefit Plan, and (cvi) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject all material communications to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect Employee or Employees relating to any Pension Business Employee Benefit Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assetsor Business Employee Employment Agreement.

Employee Benefits Plans. Schedule 3.10 6.11 hereto identifies each ERISA Plan and Multiemployer Plan as of the Effective Closing Date. No material ERISA Event has occurred or could reasonably be is expected to occur. With occur with respect to any Pension an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, no accumulated funding deficiency exists under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for which there on its financial statements. No changes have occurred or are expected to occur that would be an excise tax cause a material increase in the cost of providing benefits under Code Section 4971the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972, in each case, except for noncompliances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan (other than the Computervision Pension Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.