Common use of Employee Benefits Clause in Contracts

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) The attached Employee Benefits Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, a complete and correct list of all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or “employee benefit plans” (as such term is defined in Section 3(3) of ERISA) and any other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other material employee benefit plan, program, policy or arrangement maintained that is maintained, sponsored or contributed to by the Vendors Company or any Subsidiary or with respect to which the Vendors have Company or any Subsidiary has any liability or potential liability (contingent or otherwise) with respect to Listed Employees of the Vendors (each an “Employee Benefit Plan” and collectively, “Employee Benefit Plans”). The Company has delivered or made available to Purchasers complete and correct copies, as applicable, of the plan documents, the most recent determination letter received from the IRS, the most recent annual report (Form 5500, with all applicable attachments) therein described and all other material documents pursuant to which each Employee Benefit Plan is maintained, funded and administered. Each Employee Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in all material respects in accordance with its terms and complies in all material respects in form and in operation with the Financial Statements reflect in applicable requirements of ERISA, the aggregate an accrual Code and other applicable Laws. Each Employee Benefit Plan that is intended to meet the requirements of all amounts accrueda “qualified plan” under Section 401(a) of the Code has received a favorable determination letter (or may rely on a favorable opinion letter) from the IRS, if any, but unpaid under all and nothing has occurred that could reasonably be expected to cause the disqualification of such Employee Benefit Plans Plan. Neither the Company nor any of its Subsidiaries maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or potential liability or obligation under or with respect to (i) a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA. Neither the Company nor any of its Subsidiaries has any current or potential obligation to provide post-employment health, life or other welfare benefits other than as required under Section 4980B of the dates thereof. The Vendors Code or any similar applicable Law and there do not have exist any commitment, whether formal pending or informal, and whether legally binding threatened claims (other than routine undisputed claims for benefits) or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating Actions with respect to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect The transactions contemplated by the this Agreement and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and Transaction Agreements will not cause the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect acceleration of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due tovesting in, or liabilities may exist in respect payment of, current any benefits or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits compensation under any Employee Benefit Plan that could give rise to and will not otherwise accelerate or increase any material liabilityliability or obligation under any Employee Benefit Plan.

Employee Benefits. Except as otherwise set forth on Schedule 5.16 or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror or as reported to the authorities pursuant to voluntary compliance resolution and reporting procedures: (a) Schedule 5.15(a) contains an accurate Acquiror and complete list and description of, and sets forth the annual amount payable pursuant to, its Significant Subsidiaries have substantially performed all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentobligations, whether formal arising by operation of law or informalby contract, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined performed by them in accordance connection with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect each of the Employee employee benefit plans which is sponsored, maintained or contributed to by Acquiror or any of its Significant Subsidiaries for the benefit of the employees of Acquiror or any of its Significant subsidiaries, each of which is listed on Schedule 5.16, (individually, an "Acquiror Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees," and collectively, the Vendors have delivered "Acquiror Benefit Plans"), and, to the Purchaser accurate knowledge of the officers and complete copies directors of (i) all currently applicable plan texts and agreements and Acquiror, there have been no defaults or violations by any amendments theretoother party to the Acquiror Benefit Plans; (iib) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Acquiror Benefit Plan has been administered materially and operated in accordance substantial compliance with its terms. All material reportsgoverning documents and applicable law, returns including, where applicable, ERISA and similar documents the Code; (c) Each Acquiror Benefit Plan intended to be qualified under Section 401 of the Code (i) satisfies in form the requirements of such Section except to the extent amendments are not required by law to be -18- 23 made until a date after the Closing Date, (ii) has received a favorable determination letter from the Internal Revenue Service regarding such qualified status, (iii) has not, since receipt of the most recent favorable determination letter, been amended, except for amendments for which the period for requesting a favorable determination letter has not expired, and (iv) has not been operated in a way that would adversely affect its qualified status; (d) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of the officers and directors of Acquiror, threatened against, or with respect to, any of the Acquiror Benefit Plans or their assets; (e) No act, omission or transaction has occurred which would result in imposition on Acquiror or any of its Significant Subsidiaries of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (f) There is no matter pending (other than routine qualification determination filings) with respect to any of the Employee Acquiror Benefit Plans required to be filed with before any Governmental Body or distributed governmental authority; and (g) With respect to any Employee employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not an Acquiror Benefit Plan participant but which is sponsored, maintained, or contributed to, or has been duly and timely filed sponsored, maintained, or distributed. There are no pending investigations contributed to within six years prior to the date of this Agreement, by any Governmental Bodycorporation, termination proceedings trade, business, or other claims entity under common control with Acquiror, within the meaning of Section 414(b), (except claims for benefits payable in the normal operation c), (m), or (o) of the Employee Benefit PlansCode or Section 4001 of ERISA ("Acquiror Commonly Controlled Entity"), suits (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by any Acquiror Commonly Controlled Entity, which liability has not been satisfied, (iii) no accumulated funding deficiency, whether or proceedings against not waived, within the meaning of Section 302 of ERISA or involving any Employee Benefit Plan or asserting any rights or claims Section 412 of the Code has been incurred, and (iv) all contributions (including installments) to benefits under any Employee Benefit Plan that could give rise to any material liabilitysuch plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. SECTION 5.17.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate Each Plan is in compliance in all material respects with the applicable provisions of ERISA and complete list the IRC. Each Qualified Plan and description ofMultiemployer Plan has been determined by the Internal Revenue Service to qualify under Section 401 of the IRC, and sets forth the annual amount payable pursuant totrusts created thereunder have been determined to be exempt from tax under Section 501 of the IRC, all pensionand, profit sharingto the best knowledge of Borrower, retirementnothing has occurred that would cause the loss of such qualification or tax-exempt status. There are no outstanding liabilities under Title IV of ERISA with respect to any Plan maintained or sponsored by Borrower or any ERISA Affiliate, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or nor with respect to any Plan to which Borrower or any ERISA Affiliate contributes or is obligated to contribute which could reasonably be expected to have a material adverse effect on the Vendors financial condition of Borrower. No Plan subject to Title IV of ERISA has any Unfunded Benefit Liability which could reasonably be expected to have a material adverse effect on the financial condition of Borrower. Neither Borrower nor any ERISA Affiliate has transferred any Unfunded Benefit Liability to a person other than Borrower or an ERISA Affiliate or has otherwise engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA which could reasonably be expected to have a material adverse effect on the financial condition of Borrower. Neither Borrower nor any ERISA Affiliate has incurred nor reasonably expects to incur (x) any liability (contingent and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or otherwise4243 of ERISA with respect to a Multiemployer Plan, or (y) any liability under Title IV of ERISA (other than premiums due but not delinquent under Section 4007 of ERISA) with respect to Listed Employees a Plan, which could, in either event, reasonably be expected to have a material adverse effect on the financial condition of Borrower. No application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement IRC has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required any Plan. No ERISA Event has occurred or is reasonably expected to be filed occur with any Governmental Body or distributed respect to any Employee Benefit Plan participant has been duly which could reasonably be expected to have a material adverse effect on the financial condition of Borrower. Borrower and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable each ERISA Affiliate have complied in all material respects with the normal operation notice and continuation coverage requirements of Section 4980B of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityIRC.

Employee Benefits. (aThe section of the Seller Disclosure Schedule corresponding to this Section 3(b)(xxiv) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth lists each Employee Benefit Plan of either of the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to Targets in which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees employees of the Vendors Targets participate on the date hereof. The Seller has made available to the Buyer true and correct copies (“Employee Benefit Plans”or summaries) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans Plans. Except as set forth in the section of the dates thereof. The Vendors do Seller Disclosure Schedule corresponding to this Section 3(b)(xxiv), DFVC does not have any commitment, whether formal participate in or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating contribute to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is a Multiemployer Plan. DFVC has not incurred any liability to the PBGC, the Internal Revenue Service, any Multiemployer Plan or otherwise with respect to any Employee Pension Benefit Plan currently or previously maintained by members of the controlled group of companies (as defined in Sections 414(b) and (c) of the Code) that includes the Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a material risk to any member of the Controlled Group of incurring such a liability, other than any liability for premiums due to the PBGC. The Targets would not incur any withdrawal liability under any Multiemployer Plan of the Targets if a complete withdrawal were to occur under such Plan as of the Closing Date. No payment (excluding any payment the right to which was created subsequent to the Closing Date) that will be made by any Target to any DFVC Continued Employee after the Closing Date on account of the transactions contemplated by this Agreement will be non-deductible to the Targets or subject to excise tax, under Code Section 280G or Code Section 4999, nor will any Target be required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect "gross up" any DFVC Continued Employee because of the Employee Benefit Planimposition of such excise tax. With The Seller will make available to the Buyer within 30 days after the date of this Agreement information regarding the post-retirement medical benefits currently provided to employees of the Targets and the obligations existing under FAS 106 with respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former such employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan which is maintained by Birds Eye Mexico (the "Foreign Plans") has been maintained and administered materially in all material respects in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityall applicable laws.

Employee Benefits. (a) Schedule 5.15(aEach employee benefit plan, within the meaning of Section 3(3) contains an accurate and complete list and description ofof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death each welfare or fringe benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive employment, executive compensation, severance, stock purchase arrangements or policiesoption, life insurancestock appreciation rights, health insurance, workers compensation, scholarship or other employee benefit incentive and bonus plan, program, policy agreement or arrangement (whether written or unwritten) maintained by Company, Purchased Subsidiary, or any other Person that is or within the Vendors preceding forty-eight (48) months was, together with Company, treated as a single employer under Section 414 (b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) or to which Company, Purchased Subsidiary, or its ERISA Affiliate contributes (or has an obligation to contribute) or is a party, in each case for the Vendors have any liability (contingent benefit of current or otherwise) with respect to Listed Employees former employees of the Vendors Company, Purchased Subsidiary, or its ERISA Affiliate (collectively, the “Employee Benefit Plans”) therein described is listed on Schedule 5.18(a). True and the Financial Statements reflect in the aggregate an accrual complete copies of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentand, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating if applicable with respect to any Employee Benefit PlanPlans, any trust instruments, insurance contracts, most recent determination or opinion letters, summary plan descriptions and Form 5500s for the most recent plan year have been made available to Purchaser or its counsel. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code either (i) has received, or has timely requested, a favorable determination letter from the Internal Revenue Service or (ii) is based upon a prototype or volume submitter plan for which the plan sponsor has received a favorable opinion letter from the Internal Revenue Service, and, all amendments and actions required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance bring each such Employee Benefit Plan into conformity with the actuarial methods applicable provisions of ERISA, the Code and assumptions used other applicable Laws since the date of such determination letter have been timely made or taken. To the Knowledge of Sellers, no event has occurred and no condition exists that would reasonably be expected to result in the most recent actuarial report prepared in respect revocation of, or failure to issue, any such determination letter or opinion letter, or otherwise adversely affect the qualified status of the each such Employee Benefit Plan. With respect to each current No Employee Benefit Plan is covered by Title IV of ERISA or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered subject to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect Section 412 of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting Code or Section 302 of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityERISA.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan maintained, contributed to or required to be contributed to, or sponsored by, Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries has any present or future liability (each, a “Parent Benefit Plan”) has been administered materially in all material respects in accordance with its terms. All material reportsParent, returns its Subsidiaries and similar documents with respect to the Employee all Parent Benefit Plans are all in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Benefit Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be tax qualified under Section 401(a) of the Code (each, a “Parent Pension Plan”) that is maintained, contributed to or required to be filed with contributed to by Parent or any Governmental Body of its Subsidiaries has received a favorable determination or distributed opinion letter from the IRS regarding such qualification and to the Knowledge of Parent, no event has occurred since the date of the most recent determination or opinion letter or application therefor relating to any Employee such Parent Pension Plan that would reasonably be expected to adversely affect the qualification of such Parent Pension Plan. All contributions and premiums under or in connection with Parent Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of Parent Benefit Plans have been made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into Parent SEC Documents. No Parent Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. Neither Parent nor its Subsidiaries has incurred any liability under Title IV of ERISA that has not been paid in full prior to the Closing and no Parent Benefit Plan participant is subject to Title IV of ERISA. Except as set forth on Schedule 4.11(a), neither Parent nor any of its Subsidiaries has been duly and timely filed incurred any current or distributed. There are no pending investigations by projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current or former employees of Parent or any Governmental Bodyof its Subsidiaries, termination proceedings or other claims (except claims for benefits payable in the normal operation as required to avoid an excise tax under Section 4980B of the Employee Benefit Plans), suits Code or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise otherwise except as may be required pursuant to any material liabilityother applicable law.

Employee Benefits. (a) Section 3.18(a) of the Seller Disclosure Schedule 5.15(acontains a true, complete and correct list of each employee benefit plan, program and arrangement (including any “employee benefit plan” as defined in Section 3(3) contains an accurate of ERISA) and complete list and description ofany other employment, and sets forth the annual amount payable pursuant toconsulting, all pensionbonus, profit sharingstock option, retirementstock purchase, death benefitequity, welfarephantom equity, severance pay, vacation pay, company awards, salary continuation for disability, sick leaveincentive, deferred compensation, bonus supplemental retirement, health, life or disability insurance, dependent care, severance and other incentive compensationmaterial fringe or employee benefit plans, stock purchase programs, arrangements or policies, life insurance, health insurance, workers compensation, scholarship agreements sponsored or other employee benefit plan, program, policy or arrangement maintained by the Vendors any Seller or to which the Vendors any Seller makes contributions or with respect to which any Seller has or would reasonably be expected to have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding that otherwise provides compensation or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating benefits to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesemployee, officer, director, consultant or other natural person service provider of any Seller in their capacity as such (collectively, the Vendors “Crisp Plans”). Sellers have delivered described or provided or made available to the Purchaser Parent and Buyer current, accurate and complete copies of all (iA) Crisp Plans, including all currently applicable plan texts amendments thereto and agreements and any amendments thereto; all related trust documents, (ii) all summary plan descriptions and material employee communications; (iiiB) the most recent annual report and/or annual information return filed (Form Series 5500), if any, required under ERISA or the Code in respect of the Employee Benefit Plan connection with any applicable regulatory authority; each Crisp Plan, (iv) the most recent annual and periodic accounting of plan assets; (vC) the most recent actuarial valuation; report (viif applicable) the trust agreement or other funding agreement for all Crisp Plans, (including all amendments made thereto); and (viiD) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportssummary plan description, returns and similar documents if any, required under ERISA with respect to each Crisp Plan and (E) the Employee Benefit Plans required most recent Internal Revenue Service determination or opinion letter issued with respect to each Crisp Plan intended to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation qualified under Section 401(a) of the Employee Benefit Plans)Code. No Seller has any express or implied commitment to create any other material employee benefit plan, suits program or proceedings against arrangement or involving to materially modify, change or terminate any Employee Benefit Plan Crisp Plan, other than with respect to a modification, change or asserting any rights termination required by ERISA or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitythe Code.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees None of the Vendors following events has occurred or exists: (“Employee Benefit Plans”i) therein described and a failure to fulfill the Financial Statements reflect in the aggregate an accrual of all amounts accruedobligations, if any, but unpaid under all such Employee Benefit Plans as the minimum funding standards of Section 302 of the dates thereof. The Vendors do not have any commitmentUnited States Employee Retirement Income Security Act of 1974, whether formal or informalas amended ("ERISA"), and whether legally binding or notthe regulations and published interpretations thereunder with respect to a Plan (as defined below), to create any additional such Employee Benefit Plan and no promise of improvement has been made relating determined without regard to any Employee Benefit Plan. Each waiver of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) obligations or extension of any amortization period that would reasonably be expected to have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments theretoMaterial Adverse Effect; (ii) all summary plan descriptions and material employee communicationsan audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its Subsidiaries compared to the amount of such contributions made in the most recent annual report and/or annual information return filed in respect recently completed fiscal year of the Employee Benefit Plan with Company and its Subsidiaries; (ii) a material increase in the "accumulated post-retirement benefit obligations" (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its Subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Company and its Subsidiaries; (iii) any applicable regulatory authorityevent or condition giving rise to a liability under Title IV of ERISA that could reasonably be expected to have a Material Adverse Effect; or (iv) the most recent annual and periodic accounting filing of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement a claim by one or other funding agreement (including all amendments made thereto); and (vii) a copy more employees or former employees of the most recent letter confirming regulation Company or any of its Subsidiaries related to their employment that would reasonably be expected to have a Material Adverse Effect. For purposes of this paragraph, the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents term "Plan" means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Employee Benefit Plans required to be filed with Company or any Governmental Body or distributed to of its Subsidiaries may have any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(aAs of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase Common Shares granted to employees or directors of the Company or any of its Subsidiaries under the Company's 1999 Stock and Incentive Plan, the Company's 1997 Stock and Incentive Plan, the Company's 1984 Stock and Incentive Plan as restated February 8, 1994, the Western National Corporation 1993 Stock and Incentive Plan, the US LIFE Corporation 1981 Stock Option Plan, the US LIFE Corporation 1991 Stock Option Plan or the US LIFE Corporation Non-Employee Directors' Stock Option Plan (collectively, the "Company Stock Plans") contains that is outstanding immediately prior to the Effective Time (collectively, the "Company Options") shall be converted into an accurate and complete list and description ofoption (an "Adjusted Option") to purchase the greatest number of whole shares of Parent Common Stock that is equal to the number of Common Shares subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded to the nearest whole penny) equal to the exercise price for each such Common Share sxxxxxt to such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, and sets forth all references in each such Company Option to the annual amount payable pursuant toCompany (other than any references relating to a "change in control" of the Company) shall be deemed to refer to Parent, all pensionwhere appropriate; provided, profit sharinghowever, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by that (x) the Vendors or to which the Vendors have any liability (contingent or otherwise) adjustments provided herein with respect to Listed Employees any Company Options which qualify as "incentive stock options" (as defined in Section 422 of the Vendors Code) or which are described in Section 423 of the Code, shall be effected in a manner consistent with the requirements of Section 424(a) of the Code and (“Employee Benefit Plans”y) therein described and the Financial Statements reflect in exercise price per share of Parent Common Stock covered by an Adjusted Option shall not be less than the aggregate an accrual par value of all amounts accruedsuch share. Except with respect to options granted after the date hereof, if any, but unpaid under all such Employee Benefit Plans which shall not become exercisable as of the dates thereof. The Vendors do not have any commitmentEffective Time, whether formal or informalParent and the Company acknowledge that each Company Option shall be fully vested and exercisable immediately prior to the Effective Time, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in each case in accordance with its terms in effect and as of the Vendors are date hereof (except that, in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and case of each Employee Benefit Plan that Company Option which is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined granted in accordance with the actuarial methods and assumptions used terms in the most recent actuarial report prepared in respect effect as of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies date hereof of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect a "reload" feature of a Company Option outstanding as of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual date hereof, such vesting and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially exercisability shall be in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in terms on the normal operation date of the Employee Benefit Plansgrant of such "reload" Company Option), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(aSection 3.11(a) of the Company Disclosure Letter contains an accurate a list, as of the date hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Pension Plans”), material “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and complete list and description ofall other material Company Benefit Plans (as defined in Section 3.11(g)) sponsored, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus maintained or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained contributed to by the Vendors Company or any Company Subsidiary or any other ERISA Affiliate for the benefit of any employee or former employee of the Company or any Company Subsidiary or any other ERISA Affiliate, or with respect to which the Vendors Company or any Company Subsidiary or any other ERISA Affiliate has or may be reasonably expected to have any liability (contingent or otherwise) with respect to Listed Employees material liability, for the benefit of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, officers or directors of the Vendors have delivered Company or any Company Subsidiary or any other ERISA Affiliate. Each Company Benefit Plan has been administered in material compliance with its terms and applicable Law and otherwise complies with applicable Law in all material respects. The Company has made available to the Purchaser accurate Parent and U.S. Parent true, complete and correct copies of (i) all currently applicable each Company Benefit Plan or other plan texts and agreements and set forth in Section 3.11(a) of the Company Disclosure Letter (or, in the case of any amendments thereto; such Company Benefit Plan that is unwritten, a description thereof), (ii) all summary the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each such plan descriptions and material employee communications; (if any such report was required), (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; summary plan description for each such plan for which such summary plan description is required and (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the each trust agreement or other funding agreement (including all amendments made thereto); and (viigroup annuity contract relating to any such plan. Section 3.11(a) a copy of the most recent letter confirming regulation Company Disclosure Letter contains a list of all Company Employee Stock Options and Company Restricted Stock as of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityMeasurement Date.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors Vendor or to which the Vendors have Vendor has any liability (contingent or otherwise) with respect to Listed Employees of the Vendors Vendor (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do Vendor does not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are Vendor is in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have Vendor has fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have Vendor has delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, 3.1.12.2 lists all pension, retirement, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other bonus, commission, incentive compensationcompensation (including cash, stock purchase arrangements and option plans or policiesarrangements), life insurance, health and disability insurance, workers compensation, scholarship or hospitalization and all other employee benefit planplans or arrangements (including, programwithout limitation, policy any contracts or arrangement maintained by the Vendors agreements with trustees or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made insurance companies relating to any Employee Benefit Plan. Each such employee benefit plans or arrangements) established or maintained by Medscape or any of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect its subsidiaries, and the Vendors are in compliance with complete and accurate copies of all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) those plans or arrangements have been duly registered where required by, and are in good standing under, all applicable legislation and made available to MedicaLogic. The employee pension benefit plans (within the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect meaning of Section 3(2) of the Employee Benefit PlanRetirement Income Security Act of 1974, as amended ("ERISA")) established and maintained by Medscape or any of its subsidiaries that are subject to ERISA (the "ERISA Plans") are listed separately as ERISA Plans on Schedule 3.1.12.2. The ERISA Plans comply in all material respects with the applicable requirements of ERISA and the Code. With respect to each current Employee Benefit ERISA Plan or intended to constitute a tax-qualified plan under which benefits may be due toSection 401(a) of the Code, Medscape has received, or liabilities may exist in respect ofhas requested or will timely request, current or former employees, from the Vendors have delivered to the Purchaser accurate Internal Revenue Service a favorable determination that such plan and complete copies of (iits related trust is qualified under Section 401(a) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (ivCode and the related trust is tax-exempt under Section 501(a) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation Code. To the knowledge of Medscape, there has been no event subsequent to that determination that is reasonably likely to result in the revocation of the Employee Benefit Plan with each applicable regulatory authoritytax-qualified status of the ERISA Plans or the exemption of the related trusts. To the knowledge of Medscape, none of the ERISA Plans, their related trusts or any trustee, investment manager or administrator thereof has engaged in a nonexempt "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code that is reasonably expected to have a Material Adverse Effect. Each Employee Benefit ERISA Plan is and has been operated and administered materially in accordance material conformity with the requirements of all applicable laws and regulations, whether or not the ERISA Plan documents have been amended to reflect such requirements. Medscape and its terms. All material reportssubsidiaries have no liability for, returns and similar documents with respect or commitment to the Employee Benefit Plans required provide, medical benefits to be filed with future or current retirees of Medscape or any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityits subsidiaries.

Employee Benefits. (a) Schedule 5.15(aPrior to the Effective Time, UST and SCHWAB shall take all corporate action necessary for the assumption of all UST Rights outstanding immediately prior to the Effective Time, as adjusted pursuant to Section 1.7(a) contains of this Agreement and this Section. In addition, UST and SCHWAB shall take all necessary action so that, at the Effective Time, each account balance under the UST 1989 Stock Compensation Plan, the UST Employee Stock Ownership Plan, the UST Stock Plan for Non-Officer Directors or the UST Employee Stock Purchase Plan (the "UST Stock Plans") that is invested or deemed invested in UST Common Stock or UST Common Stock equivalents, as applicable, shall, unless otherwise vested, exercised, paid or distributed at or prior to the Effective Time in accordance with the terms of the applicable UST Stock Plans and Section 1.7 of this Agreement, be adjusted and converted into an accurate account balance which will be denominated in SCHWAB Common Stock and complete list and description ofwhich will entitle the holder thereof to receive, and sets forth will represent an obligation of SCHWAB to deliver to such holder, upon the annual amount payable pursuant tosame terms and conditions as those applicable to such accounts immediately prior to the Effective Time, all pensiona number of shares of SCHWAB Common Stock equal to the product of (x) the number of shares of UST Common Stock attributable to such account immediately prior to the Effective Time and (y) the Exchange Ratio, profit sharingwith any fraction rounded down to the nearest whole share. The obligations of SCHWAB hereunder shall include the reservation, retirementissuance and listing on the NYSE of SCHWAB Common Stock in a number of shares at least equal to the number of shares of SCHWAB Common Stock subject to such options under the UST Stock Option Plans, death benefitand account balances under the UST Compensation Plan and the UST Stock Plans, welfarein each case as adjusted as contemplated by this Agreement. No later than the Effective Time, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus SCHWAB shall prepare and file with the SEC a registration statement on Form S-8 (or any successor or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwiseappropriate form) with respect to Listed Employees registering a number of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual shares of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as SCHWAB Common Stock determined in accordance with the actuarial methods preceding sentence and assumptions used in shall use its commercially reasonable efforts to maintain the most recent actuarial report prepared in respect effectiveness of such registration statement or registration statements (and maintain the current status of the Employee Benefit Plan. With respect to each current Employee Benefit Plan prospectus and prospectuses contained therein) for so long as any such options remain outstanding or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitysuch account balance remains unpaid.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other With respect to each employee benefit planplan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, program, policy or arrangement as amended ("ERISA")) maintained by the Vendors Company or an "ERISA Affiliate" (as defined below) or to which the Vendors have Company or an ERISA Affiliate contributes or is under any liability obligation to contribute (contingent or otherwisean "Employee Benefit Plan"): (i) such plan has been administered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), except with respect to Listed Employees matters that, individually or in the aggregate, could not be reasonably expected to result in material liability; (ii) no event has occurred and there exists no circumstance under which the Company or any ERISA Affiliate could be reasonably expected to incur material liability under ERISA or the Code (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iii) there are no actions, suits or claims pending or, to the knowledge of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedCompany, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating threatened with respect to any Employee Benefit Plan. Each Plan or against the assets or a fiduciary of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each any Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used (other than routine claims for benefits in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authorityordinary course); (iv) no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the most recent annual Code) which is not covered by an applicable exemption and periodic accounting of plan assetswhich could be reasonably expected to result in material liability has occurred; (v) the most recent actuarial valuationno "reportable event" (as defined in Section 4043 of ERISA) has occurred; (vi) the trust agreement or other funding agreement (including all amendments made thereto)material contributions and premiums due have been paid on a timely basis; and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All all material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits contributions made under any Employee Benefit Plan that could give rise intended to any material liability.be tax deductible meet the requirements for deductibility under the Code. As used herein, the term "

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of CapStar or any of its Subsidiaries (the "CAPSTAR BENEFIT PLANS"), except for such matters, as, individually or in the aggregate, could not be reasonably expected to have a CapStar Material Adverse Effect, (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each CapStar Benefit Plan and no promise any related trust intended to be qualified under Sections 401(a) and 501(a) of improvement the Code has received a favorable determination letter from the IRS that it is so qualified and to the Knowledge of CapStar nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such CapStar Benefit Plan or related trust, (b) each CapStar Benefit Plan has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is operated in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods terms and assumptions used in the most recent actuarial report prepared in respect requirements of applicable law and all required returns and filings for each CapStar Benefit Plan have been timely made, (c) neither CapStar nor any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the Employee Benefit Plan. With respect to each current Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with any CapStar Benefit Plan or other retirement plan under which benefits may be due toor arrangement, or liabilities may exist in respect of, current or former employees, the Vendors have delivered and to the Purchaser accurate and complete copies Knowledge of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement CapStar no fact or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each CapStar Benefit Plan have been made in full and in proper form, (e) neither CapStar nor any of its Subsidiaries has ever sponsored or been obligated to contribute to any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA), (f) except as otherwise required under ERISA, the Code and applicable laws, no CapStar Benefit Plan currently or previously maintained by CapStar or any of its Subsidiaries provides any post-retirement health or life insurance benefits in the future, (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each CapStar Benefit Plan, and (h) no benefit or amount payable or which may become payable by CapStar or any of its Subsidiaries pursuant to any CapStar Benefit Plan, agreement or contract with any employee, shall constitute an "excess parachute payment," within the meaning of Section 280(G) of the Code, which is or may be subject to the imposition of any excise tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code.

Employee Benefits. (a) Schedule 5.15(a3.17 contains a list of (i) contains an accurate and complete list and description ofeach “employee pension benefit plan” (as defined in Section 3(2) of ERISA), and sets forth the annual amount payable pursuant to“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), all pensioneach other plan relating to stock options, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leaveincentive compensation, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policiesmedical, life insurance, health insuranceretiree medical, workers compensationbonus or severance benefits and each benefit plan providing benefits to Business Employees located outside of the United States, scholarship in each case limited to benefit plans currently maintained, contributed to or other employee benefit required to be contributed to by either Seller or any of its affiliates on behalf of Business Employees (all the foregoing being herein called “Seller Benefit Plans”) and (ii) each “multiemployer plan, program, policy ” as defined in Section 4001(a)(3) of ERISA currently contributed to or arrangement maintained by the Vendors required to be contributed to or to which the Vendors have any Seller has liability (contingent or otherwise) with respect to Listed during the six (6) years preceding the date of this Agreement by either Seller or any of its affiliates on behalf of Business Employees of the Vendors (“Employee Benefit Seller Multiemployer Plans”). GP has made available to Purchaser copies of (A) therein described and each Seller Benefit Plan, (B) the Financial Statements reflect in the aggregate an accrual of most recent summary plan description (or similar document) for each Seller Benefit Plan, or (C) all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, amendments to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee each Seller Benefit Plan. Each of such Employee the Seller Benefit Plans disclosed on Schedule 5.15(a) is has been maintained, funded and administered in effect material compliance with its terms, the terms of any applicable collective bargaining agreement and the Vendors are in compliance with all applicable provisions of ERISA, the Code and other applicable laws, rules and regulations applicable theretowhether foreign or domestic. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Each Seller Benefit Plan that is required intended to be funded or that is a registered pension plan is fully funded on both meet the requirements of a “solvencyqualified plan” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect under Section 401(a) of the Employee Benefit PlanCode has received a favorable determination letter from the IRS. With respect to Schedule 3.17 separately sets forth each current Employee Seller Benefit Plan which Purchaser or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesits affiliates will assume pursuant to this Agreement, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement Human Resources Agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.law (each an

Employee Benefits. (a) Schedule 5.15(aSRA and SRA Operating Sub have delivered or made available to CSC on or prior to the date hereof copies of: (i) contains an accurate and complete list and description ofeach “employee benefit plan” subject to ERISA that the SRA ERISA Group sponsors (each, a “SRA ERISA Plan”), and sets forth the annual amount payable pursuant toeach material written employment, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leavebonus, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policiespurchase, life insurancestock option, health insurance, workers compensation, scholarship stock appreciation or other employee benefit equity-based, severance or termination pay, retention or change of control plan, program, policy agreement or arrangement (including amendments thereto) that is currently sponsored or maintained by the Vendors SRA ERISA Group for the benefit of any employee or former employee of the SRA ERISA Group (excluding any employment agreements or offer letters that do not provide for the payment of severance other than in accordance with SRA policy and do not provide for any payments related to which or triggered by the Vendors have transactions contemplated by this Agreement) (collectively with the SRA ERISA Plans, the “SRA Plans”); (ii) if any liability SRA Plan is funded through a trust or any third party funding vehicle (contingent including insurance), copies of such trust or otherwiseother vehicle; (iii) with respect to Listed Employees of each SRA ERISA Plan (as applicable), the Vendors two most recent Forms 5500 (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all lawsattachments thereto), rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of IRS determination letter, and the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authoritydescription; (iv) since the most recent annual SRA Applicable Date, all material written communications with respect to a SRA ERISA Plan received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Entity; and periodic accounting of plan assets; (v) any applicable actuarial report prepared for SRA since the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents SRA Applicable Date with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit a SRA ERISA Plan or asserting any rights or claims to benefits under any Employee Benefit a SRA Plan that could give rise to any material liabilityprovides pension, post-employment life or medical benefits.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, 3.2.12.2 lists all pension, retirement, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other bonus, commission, incentive compensationcompensation (including cash, stock purchase arrangements and option plans or policiesarrangements), life insurance, health and disability insurance, workers compensation, scholarship or hospitalization and all other employee benefit planplans or arrangements (including, programwithout limitation, policy any contracts or arrangement maintained by the Vendors agreements with trustees or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made insurance companies relating to any Employee Benefit Plansuch employee benefit plans or arrangements) established or maintained by MedicaLogic or any of its subsidiaries, and complete and accurate copies of all those plans or arrangements have been made available to Medscape. Each The employee pension benefit plans (within the meaning of such Employee Benefit Section 3(2) of ERISA) established and maintained by MedicaLogic or any of its subsidiaries that are subject to ERISA (the "MedicaLogic ERISA Plans") are listed separately as ERISA Plans disclosed on Schedule 5.15(a) is 3.2.12.2. The MedicaLogic ERISA Plans comply in effect all material respects with the applicable requirements of ERISA and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit PlanCode. With respect to each current Employee Benefit MedicaLogic ERISA Plan or intended to constitute a tax-qualified plan under which benefits may be due toSection 401(a) of the Code, MedicaLogic has received, or liabilities may exist in respect ofhas requested or will timely request, current or former employees, from the Vendors have delivered to the Purchaser accurate Internal Revenue Service a favorable determination that such plan and complete copies of (iits related trust is qualified under Section 401(a) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (ivCode and the related trust is tax-exempt under Section 501(a) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation Code. To the knowledge of MedicaLogic, there has been no event subsequent to that determination that is reasonably likely to result in the revocation of the Employee Benefit Plan with each applicable regulatory authoritytax-qualified status of the MedicaLogic ERISA Plans or the exemption of the related trusts. To the knowledge of MedicaLogic, none of the MedicaLogic ERISA Plans, their related trusts or any trustee, investment manager or administrator thereof has engaged in a nonexempt "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code that is reasonably expected to have a Material Adverse Effect on MedicaLogic. Each Employee Benefit MedicaLogic ERISA Plan is and has been operated and administered materially in accordance material conformity with the requirements of all applicable laws and regulations, whether or not the MedicaLogic ERISA Plan documents have been amended to reflect such requirements. MedicaLogic and its terms. All material reportssubsidiaries have no liability for, returns and similar documents with respect or commitment to the Employee Benefit Plans required provide, medical benefits to be filed with future or current retirees of MedicaLogic or any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityits subsidiaries.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description ofAs used herein, and sets forth the annual amount payable pursuant toterm "PREIT Employee Plan" includes any pension, all pensionretirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, retirementdeferred compensation, death benefitstock option, welfareequity compensation, bonus, incentive, vacation pay, tuition reimbursement, severance pay, vacation payemployment continuation, company awardschange of control, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship fringe benefit or other employee benefit plan, programtrust, agreement, contract, policy or arrangement commitment (including, without limitation, any Pension Plan), and any Welfare Plan), whether any of the foregoing is funded, insured or self-funded, written or oral, sponsored or maintained by PREIT or any PREIT Subsidiary (each, a "PREIT Controlled Group Member" for purposes of this Section 3.12). Each PREIT Employee Plan complies in all material respects with the Vendors or to which applicable requirements of ERISA, the Vendors have Code, the Securities Act, the Exchange Act and any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“other applicable laws governing such PREIT Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informalPlan, and whether legally binding or not, to create any additional such each PREIT Employee Benefit Plan and no promise of improvement has at all times been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is properly administered in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect all such requirements of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due tolaw and all regulations issued thereunder, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its termsterms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of law. All material reportsEach Pension Plan sponsored or maintained by PREIT or any PREIT Controlled Group member is qualified under Section 401(a) of the Code, returns and similar documents each trust established by each Pension Plan is exempt from federal income tax under Section 501(a) of the Code. Each Pension Plan is, and from its establishment has been, the subject of a favorable determination letter from the IRS stating that such Pension Plan meets the requirements of Section 401(a) of the Code and that the trust associated with such Pension Plan is tax-exempt under Section 501(a) of the Code. No event has occurred since the date of each Pension Plan's last determination letter that would jeopardize the qualified status of any such plan or the tax exempt status of any such trust under Sections 401(a) and 501(a) of the Code, respectively. No lawsuits, claims (other than routine claims for benefits) or complaints to, or by, any Person, governmental entity, regulatory body or arbiter have been filed, are pending or are threatened with respect to the any PREIT Employee Benefit Plans required to be filed with any Governmental Body Plan and there is no fact or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan contemplated event that could would give rise to any material liability.such lawsuit, claim (other than routine claims for benefits) or complaint with respect to any PREIT Employee Plan. Without limiting the foregoing, the following are true with respect to each PREIT Employee Plan:

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and 4.10 sets forth the annual amount payable pursuant to, a complete and accurate list (including a summary) of all pension, profit profit-sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other bonus, incentive compensation, stock purchase arrangements or policiesoption, share appreciation right, phantom stock, severance, health, dental, vision, life insurance, health insurancesurvivor benefit, workers compensation, scholarship or vacation and other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability plans and programs (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if anyincluding, but unpaid under not limited to, all such Employee Benefit Plans employee benefit plans as of the dates thereof. The Vendors do not have any commitmentdefined in ERISA Section 3(3)), whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is which are currently in effect and the Vendors for Seller, which are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required intended to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect provide benefits to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, directors, officers or independent contractors and/or their beneficiaries or for which Seller has any Liability. All of these types of arrangements shall be collectively referred to as “Benefit Plans” or “Plans.” An arrangement will not fail to be a Benefit Plan simply because it only covers one individual, or because Seller’s obligations under the Vendors have delivered plan arise by reason of its being a “successor employer” under Applicable Law. Furthermore, a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code will be considered a Benefit Plan for this purpose. None of the benefit plans listed on Schedule 4.10 (individually referred to as a “Benefit Plan” or “Plan”) or any trusts created thereunder, nor any trustee or administrator or fiduciary thereof, has engaged in a “prohibited transaction,” as described in Section 4975 of the Code or Section 406 of ERISA, which would subject the Plan, any such trust or any trustee or administrator or fiduciary thereof, Seller, or any party dealing with the Plan or any trust to the Purchaser accurate tax or penalty on prohibited transactions imposed by Section 4975 of the Code or Section 502(i) of ERISA. None of such Plans nor any trusts thereunder has been terminated, nor have there been any “reportable events” with respect thereto, as that term is defined in Section 4043 of ERISA. Each Plan and complete copies trust and all provisions thereof are in compliance with ERISA and with the requirements imposed for the “qualification” of (ithe Plan under Section 401(a) all currently applicable plan texts and agreements of the Code, where applicable. Seller and any amendments thereto; (ii) administrator of each Plan have complied with all summary plan descriptions reporting and material employee communications; (iii) disclosure requirements of ERISA, the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual Code and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents Applicable Law with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Section 2.18(a) of the Company Disclosure Schedule 5.15(acontains a complete and accurate list of all “employee pension benefit plans” (as defined in Section 3(2) contains an accurate and complete list and description ofof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), and sets forth the annual amount payable pursuant toany other plan, all pensionagreement or arrangement involving direct or indirect compensation, profit sharing, retirement, death benefit, welfareincluding without limitation insurance coverage, severance paybenefits, vacation pay, company awards, salary continuation for disability, sick leavedisability benefits, deferred compensation, bonus bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation, stock purchase arrangements compensation or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement post-retirement compensation maintained by Parent, or any Company Entity for the Vendors benefit of any current or former employee, director or consultant of any Company Entity or with respect to which the Vendors any Company Entity may have any liability or obligation following the Closing Date, excluding any Employee Benefit Plans sponsored solely by a Governmental Entity (contingent or otherwise) with respect to Listed Employees of collectively, the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such ). The Company does not have any commitment to establish any Employee Benefit Plans as for the employees of any Company Entity (except to the dates thereofextent required by law). The Vendors do not have any commitment, whether formal or informal, Complete and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise accurate copies of improvement has been made relating to any Employee Benefit Plan. Each of such all Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) which have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors reduced to writing have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required been made available to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authorityBuyers. Each Employee Benefit Plan maintained or sponsored by any Company Entity and not sponsored by Parent is specifically identified as such in Section 2.18(a) of the Company Disclosure Schedule (a “Company Plan”). Each of the Company Plans and the Parent’s 401(k) Retirement Savings Plan has been administered materially in all material respects in accordance with its terms. All terms and each of the Company Entities has in all material reports, returns and similar documents respects met its obligations with respect to the Employee Benefit Plans such Company Plan and has, in all material respects, made all required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributedcontributions thereto. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation Each of the Employee Benefit Plans)Company Plan and the Parent’s 401(k) Retirement Savings Plan has, suits in all material respects, been operated in compliance with applicable law, including the currently applicable provisions of ERISA and the Code and the regulations thereunder, and, there is no action, suit, investigation, audit or proceedings proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Employee Benefit Company Plan before any court or asserting arbitrator or any rights state, federal or local governmental body, agency or official other than routine claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityfor benefits.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description ofPrior to the date hereof, Company has made available to Parent each material “employee benefit plan”, as defined in ERISA, and sets forth the annual amount payable pursuant toeach material plan or other material arrangement (written or oral) (including employment and severance agreements) providing for compensation, all pensionbonuses, profit profit-sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, stock option or other equity-related rights or other forms of incentive or deferred compensation, bonus employee loans, vacation benefits, insurance coverage (including any self-insured arrangements), health, medical, dental or other incentive vision benefits, disability benefits, workers’ compensation, stock purchase arrangements supplemental unemployment benefits, severance benefits and post-employment or policies, life insurance, health insurance, workers retirement benefits (including compensation, scholarship pension, health, medical, or other employee benefit planlife insurance benefits), programin each case which is maintained, policy administered, or arrangement maintained contributed to by the Vendors Company or to any ERISA Affiliate thereof and covers any employee, director or independent contractor or former employee, director or independent contractor of Company or any ERISA Affiliate thereof or under which the Vendors have Company or any ERISA Affiliate thereof has any material liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors directors or independent contractors of Company or any ERISA Affiliate thereof. Copies of such plans or other arrangements (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have delivered been made available to Parent prior to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) date hereof together with the most recent annual report and/or annual information return filed (Form 5500 Annual Report including, if applicable, Schedule B thereto) prepared in respect of the Employee Benefit Plan connection with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of such plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto)arrangement. Such plans or other arrangements are referred to collectively as the “Company Benefit Plans”; and (vii) provided that a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents plan or other arrangement with respect to a former employee, director or independent contractor shall constitute an “Company Benefit Plan” only to the Employee Benefit Plans required to extent that Company or its ERISA Affiliate has any present or future liability or obligation. An “ERISA Affiliate” of any person means any other person which, together with such person, would be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation treated as a single employer under Section 414 of the Employee Code. At no time has Company or any person who from time to time is or was an ERISA Affiliate of Company ever maintained an employee benefit plan that is subject to Title IV of ERISA. Section 5.17(a) of the Company Disclosure Schedule lists each Company Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Section 2.15(a) of the Disclosure Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth lists each Employee Benefit Plan that the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors Company maintains or to which the Vendors have Company contributes or has any liability (contingent obligation to contribute or otherwise) with respect to Listed Employees of which the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all Company has any liabilities. Each such Employee Benefit Plans as Plan (and each related trust, insurance Contract, or fund) has been maintained, funded and administered in accordance with the terms of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise complies in form and in operation in all material respects with the applicable requirements of improvement has ERISA, the Code, and other applicable Laws. All required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code with respect to each such Employee Benefit Plan. The requirements of COBRA have been met in all material respects with respect to each such Employee Benefit Plan and each Employee Benefit Plan maintained by an ERISA Affiliate that is an Employee Welfare Benefit Plan subject to COBRA. All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made relating within the time periods prescribed by ERISA and the Code to each such Employee Benefit Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date which are not yet due have been made to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan that is an Employee Welfare Benefit Plan. Each such Employee Benefit Plan which is intended to meet the requirements of a “qualified plan” under Code §401(a) is so qualified and has received a determination from the Internal Revenue Service that such Employee Benefit Plan is so qualified, and, to the Knowledge of the Company, nothing has occurred since the date of such determination that could adversely affect the qualified status of any such Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aPlan which is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof has been timely amended within the applicable Remedial Amendment Period (as that term is defined in effect Code Section 401(b)) and the Vendors are in compliance accordance with all laws, rules and regulations applicable theretoprocedures set forth in Revenue Procedure 2005-66. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required bymaster, prototype and volume submitter plans which are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each part of any Employee Benefit Plan that is required were submitted to be funded the IRS for an opinion or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined advisory letter within the applicable Remedial Amendment Period, set forth in accordance Revenue Procedure 2005-66. There have been no Prohibited Transactions with respect to any such Employee Benefit Plan or any Employee Benefit Plan maintained by an ERISA Affiliate. No Fiduciary has any Liability for material breach of fiduciary duty or any other failure to act or comply in connection with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect administration or investment of the assets of any such Employee Benefit Plan. With No Proceeding with respect to each current the administration or the investment of the assets of any such Employee Benefit Plan or plan under which benefits may be due to(other than routine claims for benefits) is pending or, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate Knowledge of the Company, threatened. The Company has made available to the Purchasers correct and complete copies of (i) all currently applicable the plan texts documents and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report and/or annual information return filed in respect of the (Form 5500, with all applicable attachments), and all related trust agreements, insurance Contracts, and other funding arrangements which implement each such Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. SCHEDULE 4(Q) of the Disclosure Schedule lists all Employee Benefit Plans in which any current or former employee of Mercer participates, whether sponsored by Mercer or an affiliate of Mercer. Copies of each such plan and related trust agreements, service agreements and insurance policies and the three (a3) Schedule 5.15(amost recent annual reports on Internal Revenue Service ("IRS") contains an accurate Form 5500 for each plan shall be provided to Buyer. (i) Each Employee Benefit Plan (and complete list each related trust or insurance contract) substantially complies in form and description of, in operation with its terms and sets forth the annual amount payable pursuant toapplicable requirements of ERISA and the Code. (ii) To the Knowledge of Seller, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, contributions (including all employer contributions and employee salary continuation reduction contributions) which are due have been paid to each Employee Pension Benefit Plan and all contributions for disability, sick leave, deferred compensation, bonus any period ending on or before the Closing Date which are not yet due have been paid to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of Mercer. All premiums or other incentive compensation, stock purchase arrangements payments which are due for all periods ending on or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by before the Vendors or to which the Vendors Closing Date have any liability (contingent or otherwise) been paid with respect to Listed Employees of the Vendors each Employee Welfare Benefit Plan. (“Employee Benefit Plans”iii) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Each Employee Benefit Plan which is an Employee Pension Benefit Plan intended to be a qualified plan in fact meets the requirements of a "qualified plan" under Code Sec. 401(a), and no promise Seller shall provide to Buyer a copy of improvement the most recent IRS determination letter respecting such plan's qualification. (iv) No Employee Pension Benefit Plan (other than any Multiemployer Plan) has been made relating completely or partially terminated or been the subject of a Reportable Event as to which notices would be required to be filed with the PBGC. No proceeding by the PBGC to terminate any Employee Pension Benefit Plan (other than any Multiemployer Plan) has been instituted or, to the Knowledge of the Seller and officers (and employees with responsibility for employee benefits matters) of Mercer, threatened. (v) There have been no Prohibited Transactions with respect to any Employee Benefit Plan. Each No Fiduciary has any Liability for breach of such fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all lawsPlans. No charge, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required bycomplaint, and are in good standing underaction, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded suit, proceeding, hearing, investigation, claim or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents demand with respect to the Employee Benefit Plans required to be filed with any Governmental Body administration or distributed to the investment of the assets of any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or (other claims (except than routine claims for benefits payable in benefits) is pending or, to the normal operation Knowledge of the Employee Benefit Plans)Seller and the officers (and employees with responsibility for employee benefits matters) of Mercer, suits threatened. Neither the Seller nor any of the officers (or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.employees with responsibility for litigation matters) of

Employee Benefits. (a) Schedule 5.15(a) 3.17 contains an accurate and a complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans (as hereinafter defined) and all fringe benefits provided by the Company to its employees. For purposes of the dates thereof. The Vendors do not have any commitmentthis Agreement, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any "Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a" means any "employee pension benefit plan" (as defined in Section 3(2) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit PlanRetirement Income Security Act of 1974, as amended ("ERISA")) and any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA). With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies Copies of (i) all currently applicable plan texts and agreements and any amendments thereto; Employee Benefit Plans, (ii) all related trust agreements, insurance contracts and summary plan descriptions and material employee communications; descriptions, (iii) all annual reports filed on IRS Form 5500, 5500C or 5500R for the most recent annual report and/or annual information return filed in respect of the last three plan years for each Employee Benefit Plan with any applicable regulatory authority; and (iv) the most recent annual and periodic accounting of plan assets; determination letters (vif applicable) issued by the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Internal Revenue Service with respect to each Employee Benefit Plan with have been made available for review by Purchaser. To the knowledge of Seller, except as set forth on Schedule 3.17, each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns terms and similar documents the Company has met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto and all such amounts are fully deductible. To the knowledge of Seller, the Company has made no commitments to make any voluntary contributions to or to voluntarily fund any Employee Benefit Plans required to be filed with any Governmental Body or distributed to any except as set forth in Schedule 3.17. To the knowledge of Seller, the Company and all Employee Benefit Plan participant has been duly Plans are in compliance with the currently applicable provisions of ERISA and timely filed or distributedthe Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. There (b) Except as set forth in Schedule 3.17, to the knowledge of Seller, there are no pending investigations by any Governmental Bodygovernmental entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans)claims, suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan. (c) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked and, to the knowledge of Seller, such revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and, except as set forth on Schedule 3.17, no act or omission has occurred, that could give rise would adversely affect its qualification or increase its cost. (d) At no time has the Company been obligated to contribute to any material liability."multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). (e) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee), excluding continuation of health coverage required

Employee Benefits. (a) Borrower and its ERISA Affiliates do not maintain, sponsor, contribute to, administer, or have any liability with respect to any Foreign Pension Plan or Multiemployer Plan. Schedule 5.15(a) contains an accurate and complete list and description of, and 4.11 sets forth each Benefit Plan of Borrower or its ERISA Affiliates. Except as otherwise set forth in Schedule 4.11, (i) each Benefit Plan (and each related trust, insurance contract, or fund) is and has at all times been operated and maintained in material compliance with its terms and with all applicable laws, including ERISA and the annual IRC, (ii) each Benefit Plan (and each related trust, if any) has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the IRC, (iii) no ERISA Event has occurred that could reasonably be expected to result in liabilities in excess of [***], (iv) no Benefit Plan has an Unfunded Benefit Liability in an amount payable pursuant tothat could reasonably be expected to result in a Material Adverse Change, all pension(iv) except as otherwise required by the termination and funding requirements of ERISA and the IRC and by any applicable collective bargaining agreements, profit sharingBorrower and each of its ERISA Affiliates may, retirementat any time and without material liability, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus terminate or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other cease making contributions to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, program, policy or arrangement maintained by the Vendors or to which the Vendors have such Person maintains or makes (or has any liability (contingent to make) contributions, or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described which such Person has any liability and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; each group health plan (vias defined in Section 607(l) the trust agreement of ERISA or other funding agreement (including all amendments made thereto); and (viiSection 4980B(g)(2) a copy of the most recent letter confirming regulation IRC) that covers or has covered employees or former employees of Borrower or any of its ERISA Affiliates has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityIRC.

Employee Benefits. (a) Each material Business Benefit Plan is listed on Schedule 5.15(a3.14(a)(i) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Seller Disclosure Letter. Each Conveyed Company Benefit Plans”Plan is either marked with an asterisk on Schedule 3.14(a)(i) therein described of the Seller Disclosure Letter or separately listed on Schedule 3.14(a)(ii) of the Seller Disclosure Letter. As of the date hereof, Seller has made available to Purchaser in respect of each Conveyed Company Benefit Plan and each material Business Benefit Plan, either the Financial Statements reflect current plan document or a summary of such plan’s material terms that is accurate in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans material respects. Seller has made available to Purchaser as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared date hereof in respect of the Employee each (A) Assumed Plan or Conveyed Company Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of extent applicable, (i) all currently applicable governing plan texts documents (and agreements and any amendments thereto; ), (ii) all current summary plan descriptions and any summaries of material employee communications; modifications and any personnel manuals, (iii) all current trust agreements, declarations of trust and other documents establishing funding arrangements (including any insurance contracts), including all amendments thereto, and the most recent annual report and/or annual information return filed in latest financial statements thereof and, with respect of to each defined benefit pension plan, the Employee Benefit Plan with any applicable regulatory authority; funded status thereof, (iv) the most recent annual and periodic accounting of report on IRS Form 5500-series or similar Tax or reporting form, including any attachments thereto, for the last plan assets; year, (v) the most recent actuarial valuation; valuation report, (vi) the trust agreement most recent determination letter, opinion letter, or similar letter or instrument issued by the IRS or other funding agreement (including all amendments made thereto); and applicable Governmental Authority, (vii) a copy of any notice relating to any government investigation or audit or initial submissions under any voluntary compliance procedures within the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All last three years, and (viii) material reports, returns and similar documents with respect Contracts relating to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee including service provider agreements, insurance contracts, annuity contracts, investment management agreements, form of subscription agreements, form of participation agreements, recordkeeping agreements, and collective bargaining agreements, and (B) Business Benefit Plan that could give rise is not an Assumed Plan or a Conveyed Company Benefit Plan, to the extent applicable, the items set forth in clauses (i), (ii), and (vi) of the preceding sentence. Notwithstanding anything to the contrary herein, employment, severance, termination or similar agreements exclusively between an individual Business Employee or Shared Service Employee and the Seller or any material liabilityof its Affiliates (including the Conveyed Companies) need not be set forth on Schedule 3.14(a)(i), 3.14(a)(ii), 3.14(e) or 3.14(f) of the Seller Disclosure Letter.

Employee Benefits. (a) Section 4.23(a)(i) of the Disclosure Schedule 5.15(asets forth a complete and accurate list of: (i) contains an accurate and complete list and description ofeach “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and sets forth the annual amount payable pursuant toreferred to herein as a “Pension Plan”), all pension(ii) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA and referred to herein as a “Welfare Plan”) and (iii) each other “Benefit Plan” (defined herein as any Pension Plan, profit sharingWelfare Plan and any other plan, fund, program, arrangement or agreement (including any employment or consulting agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based or equity-based right (option, ownership or purchase), retirement, death benefitdeferred compensation, welfareseverance, severance pay, vacation pay, company awardschange in control, salary continuation for disabilitycontinuation, vacation, sick leave, deferred compensationfringe, bonus incentive insurance or other incentive compensationbenefits to any current or former employee, stock purchase arrangements officer or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees director of the Vendors Company (“Employee Benefit Plans”or any other individual providing non-professional services (directly or through a personal services corporation) therein described and as an independent contractor, consultant or agent to the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aCompany)) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is maintained or contributed to, or required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with contributed to, by the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit PlanCompany. With respect to each current Employee Benefit Plan, Seller or Company have delivered or made available to Purchaser complete and accurate copies of: (A) such Benefit Plan or plan under which benefits may be due to(or, or liabilities may exist in the case of an unwritten Benefit Plan, a written description thereof), (B) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect ofto such Benefit Plan (if any such report was required), current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iiiC) the most recent annual report and/or annual information return filed in respect summary plan description and all subsequent summaries of the Employee material modifications for such Benefit Plan with any applicable regulatory authority; (ivif a summary plan description was required), (D) each trust agreement and group annuity contract relating to such Benefit Plan, if any, (E) the most recent annual determination letter from the IRS with respect to such Benefit Plan, if any and periodic accounting of plan assets; (vF) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents valuation with respect to such Benefit Plan. Section 4.23(a)(ii) of the Employee Disclosure Schedule will specify which Benefit Plans required will no longer be applicable to the Company after Closing (because maintained or offered by Seller) and those which would continue to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation Plans of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityCompany immediately after Closing.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan maintained, contributed to or required to be contributed to, or sponsored by, Target or any of its Subsidiaries or with respect to which Target or any of its Subsidiaries has any present or future liability (each, a “Target Benefit Plan”) has been administered materially in all material respects in accordance with its terms. All material reportsTarget, returns its Subsidiaries and similar documents with respect to the Employee all Target Benefit Plans are all in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. All Target Benefit Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be tax qualified under Section 401(a) of the Code (each, a “Target Pension Plan”) that is maintained, contributed to or required to be filed with contributed to by Target or any Governmental Body of its Subsidiaries has received a favorable determination or distributed opinion letter from the IRS regarding such qualification and to the Knowledge of Target, no event has occurred since the date of the most recent determination or opinion letter or application therefor relating to any Employee such Target Pension Plan that would reasonably be expected to adversely affect the qualification of such Target Pension Plan. All contributions and premiums under or in connection with Target Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of Target Benefit Plans have been made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference into Target SEC Documents. No Target Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. Neither Target nor its Subsidiaries has incurred any liability under Title IV of ERISA that has not been paid in full prior to the Closing and no Target Benefit Plan participant is subject to Title IV of ERISA. Neither Target nor any of its Subsidiaries has been duly and timely filed incurred any current or distributed. There are no pending investigations by projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current or former employees of Target or any Governmental Bodyof its Subsidiaries, termination proceedings or other claims (except claims for benefits payable in the normal operation as required to avoid an excise tax under Section 4980B of the Employee Benefit Plans), suits Code or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise otherwise except as may be required pursuant to any material liabilityother applicable law.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate Comply in all material respects with the applicable provisions of ERISA and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus Code as such provisions apply to any Plan or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other any employee benefit plan, program(b) furnish to the Administrative Agent (x) as soon as possible after, policy and in any event within 5 days after any Responsible Officer of Holdings, any Restricted Subsidiary or arrangement maintained by any of their respective ERISA Affiliates knows or has reason to know that, any ERISA Event has occurred or, is reasonably expected to occur, that, alone or together with any other ERISA Event could reasonably be expected to result in liability of Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates in an aggregate amount that could reasonably be expected to have a Material Adverse Effect or the Vendors or imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described such ERISA Event and the Financial Statements reflect in the aggregate an accrual of all amounts accruedaction, if any, but unpaid under all such Employee Benefit Plans as of that Holdings and its Restricted Subsidiaries propose to take with respect thereto; (y) upon request by the dates thereof. The Vendors do not have any commitmentAdministrative Agent, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any amendments theretoRestricted Subsidiary or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Plan; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuationvaluation report for each Plan; (viiii) the trust agreement all notices received by Holdings, any Restricted Subsidiary or other funding agreement (including all amendments made thereto)any of their respective ERISA Affiliates from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (viiiv) a copy such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by Holdings or any Restricted Subsidiary) as the most recent letter confirming regulation Administrative Agent shall reasonably request; and (z) promptly following any request therefor, copies of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially (i) any documents described in accordance with its terms. All material reportsSection 101(k) of ERISA that Holdings, returns and similar documents any Restricted Subsidiary or any of their respective ERISA Affiliates may request with respect to the Employee Benefit Plans required to be filed any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates may request with any Governmental Body or distributed respect to any Employee Benefit Plan participant Multiemployer Plan; provided that if Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates has been duly and timely filed not requested such documents or distributed. There are no pending investigations by any Governmental Body, termination proceedings notices from the administrator or other claims (except claims for benefits payable in the normal operation sponsor of the Employee Benefit Plans)applicable Multiemployer Plan, suits then Holdings, the applicable Restricted Subsidiary or proceedings against the applicable ERISA Affiliate, as the case may be, shall promptly make a request for such documents or involving notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof, and (c) ensure that all pension schemes operated by or maintained for the benefit of Holdings and its Restricted Subsidiaries and/or any Employee Benefit Plan or asserting any rights or claims of their respective employees are funded to benefits under any Employee Benefit Plan that could give rise to any material liabilitythe extent required by applicable local law and regulations.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate With respect to each Employee Benefit Plan and complete list and description ofeach stock purchase, and sets forth the annual amount payable pursuant tostock option, all pensiontermination, profit sharingseverance, retirementemployment, death benefitchange in-control, welfarebonus, severance pay, vacation pay, company awards, salary continuation for disability, sick leaveincentive, deferred compensation, bonus or pension, supplemental pension, retirement savings, and other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other material employee benefit plan, agreement, program, policy policy, practice or arrangement other arrangement, whether or not subject to ERISA, under which any Company Employee has any present or future right to benefits, which is maintained or contributed to by the Vendors Company or to any of its Subsidiaries, or under which the Vendors have Company or any of its Subsidiaries has any present or future liability, excluding any government- sponsored benefit plans which the Company or any of its Subsidiaries is required to participate in under applicable statutes or regulations (each, a “Company Benefit Plan”), no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries could be subject to any liability (contingent other than a claim for benefits or otherwiseother event in the ordinary course of business) that would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Each Company Benefit Plan is, in all material respects, being operated, registered, qualified, funded and administered in compliance with its terms and with all applicable requirements of Law. In all material respects, all payments required to be made by or with respect to each Company Benefit Plan (including all contributions, insurance premiums or intercompany charges) with respect to Listed Employees all prior periods have been timely made or paid by the Company or its Subsidiaries, in accordance with the provisions of each of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Company Benefit Plans as and applicable Law or, to the extent not required to be made or paid on or before the date hereof, have been reflected on the books and records of the dates thereofCompany in accordance with applicable accounting requirements. The Vendors do not have None of the Company, any commitmentof its Subsidiaries, whether formal any director, officer or informal, and whether legally binding employee of the Company or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to its Subsidiaries or any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Company Benefit Plan that is required subject to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with ERISA, or, to the actuarial methods and assumptions used in the most recent actuarial report prepared in respect Knowledge of the Employee Benefit Plan. With respect to each current Employee Benefit Plan Company, any trust created thereunder or plan under which benefits may be due toany trustee or administrator thereof, or liabilities may exist has engaged in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate a nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect Section 4975 of the Employee Benefit Plan with any applicable regulatory authority; Code). No “accumulated funding deficiency” (iv) the most recent annual as such term is defined in Section 302 of ERISA and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy Section 412 of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan Code (whether or not waived)) has been administered materially in accordance with its terms. All material reports, returns and similar documents occurred with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Company Benefit Plan participant has been duly that is subject to ERISA. Except as would not be material to the Company and timely filed or distributed. There its Subsidiaries, taken as a whole, there are no pending investigations by or, to the Knowledge of the Company, threatened actions, claims or lawsuits against or relating to the operation of any Governmental Body, termination proceedings Company Benefit Plan (other than routine benefits claims or other claims (except claims for benefits payable event in the normal operation ordinary course of business). No event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Company Benefit Plan being ordered, or required to be, terminated or wound up in whole or in part, having its registration under applicable Laws refused or revoked, being placed under the Employee administration of any trustee or receiver or Governmental Authority or being required to pay a material amount of Taxes, penalties, payments or levies under applicable Laws. Only Company Employees or directors (and the spouses, beneficiaries and dependants of such Company Employees and directors permitted under the applicable Company Benefit Plan) participate in the Company Benefit Plans), suits and no entity other than the Company or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits of its Subsidiaries is a participating employer under any Employee Company Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and 4.10 sets forth the annual amount payable pursuant to, a complete and accurate list (including a summary) of all pension, profit profit-sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other bonus, incentive compensation, stock purchase arrangements or policiesoption, share appreciation right, phantom stock, severance, health, dental, vision, life insurance, health insurancesurvivor benefit, workers compensation, scholarship or vacation and other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability plans and programs (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if anyincluding, but unpaid under not limited to, all such Employee Benefit Plans employee benefit plans as of the dates thereof. The Vendors do not have any commitmentdefined in ERISA Section 3(3)), whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is which are currently in effect and the Vendors for Seller which are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required intended to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect provide benefits to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, directors, officers or independent contractors and/or their beneficiaries or for which Seller has any Liability. All of these types of arrangements shall be collectively referred to as “Benefit Plans” or “Plans.” An arrangement will not fail to be a Benefit Plan simply because it only covers one individual, or because Seller’s obligations under the Vendors have delivered Plan arise by reason of its being a “successor employer” under Applicable Law. Furthermore, a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code will be considered a Benefit Plan for this purpose. None of the benefit plans listed on Schedule 4.10 (individually referred to as a “Benefit Plan” or “Plan”) or any trusts created thereunder, nor any trustee or administrator or fiduciary thereof, has engaged in a “prohibited transaction,” as described in Section 4975 of the Code or Section 406 of ERISA, which would subject the Plan, any such trust or any trustee or administrator or fiduciary thereof, Seller or any party dealing with the Plan or any trust to the Purchaser accurate tax or penalty on prohibited transactions imposed by Section 4975 of the Code or Section 502(i) of ERISA. None of such Plans nor any trusts thereunder has been terminated, nor have there been any “reportable events” with respect thereto, as that term is defined in Section 4043 of ERISA. Each Plan and complete copies trust and all provisions thereof are in compliance with ERISA and with the requirements imposed for the “qualification” of (ithe Plan under Section 401(a) all currently applicable plan texts and agreements of the Code, where applicable. Seller and any amendments thereto; (ii) administrator of each Plan have complied with all summary plan descriptions reporting and material employee communications; (iii) disclosure requirements of ERISA, the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual Code and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents Applicable Law with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (aSchedule 3(q) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth a complete and accurate list of each Benefit Plan that is an “employee pension benefit plan” within the annual amount payable pursuant tomeaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, all pensionas amended, profit sharingincluding the regulations and published interpretations thereunder (“ERISA”), retirementwhether or not such plan is subject to ERISA (each, death benefita “Pension Plan”). For purposes of this Section 3(q), welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or a “Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any other employee benefit plan, program, policy policy, practices, or other arrangement maintained by the Vendors providing compensation or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating benefits to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesemployee, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect officer or director of the Employee Benefit Plan with Company, its Subsidiaries or their ERISA Affiliates or any applicable regulatory authority; beneficiary or dependent thereof, whether written or unwritten, that is sponsored, maintained or contributed to (iv) the most recent annual and periodic accounting or has contributed to), by Company, its Subsidiaries or any of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made theretotheir ERISA Affiliates. For purposes of this Section 3(q); and (vii) a copy , an entity is an “ERISA Affiliate” of the most recent letter confirming regulation Company or any Subsidiary if it would have ever been considered a single employer with the Company or a Subsidiary under ERISA Section 4001(b) or Section 414(b), (c) or (m) of the Employee Benefit Plan with each applicable regulatory authorityCode. Each Employee Benefit Plan has been administered materially in all material respects in accordance with its termsterms all applicable laws and each of the Company, its Subsidiaries and their ERISA Affiliates is in compliance in all material respects with all applicable provisions of ERISA and the terms of any Benefit Plan. All No “reportable event” (as defined in Section 4043 of ERISA (other than a “reportable event” as to which the PBGC has regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event)) has occurred with respect to any Pension Plan; none of the Company, its Subsidiaries or any of their ERISA Affiliates has incurred or expects to incur material reports, returns and similar documents liability under (i) Title IV of ERISA with respect to the Employee Benefit Plans required termination of, or withdrawal from, any Pension Plan or any other “pension plan” (as defined in ERISA) or (ii) Sections 412 or 4971 of Code; and each Pension Plan that is intended to be filed with qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification. Except for liabilities that arise solely out of, or relate solely to, a Benefit Plan, none of the Company, its Subsidiaries or their ERISA Affiliates has any Governmental Body current or distributed contingent liabilities (i) to any Employee Benefit Plan participant has been duly “employee benefit plan” (as defined in ERISA); (ii) under Title IV of ERISA, (iii) under Section 302 of ERISA, (iv) under Sections 412 and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation 4971 of the Employee Benefit Plans)Code, suits (v) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, or proceedings against (vi) under corresponding or involving similar provisions of foreign Laws or regulations. Each stock option, if any, granted by the Company, its Subsidiaries or any Employee Benefit Plan or asserting any rights or claims of their ERISA Affiliates was granted (i) in accordance with the terms of the applicable stock option plan of such entity and (ii) with an exercise price at least equal to benefits the fair market value of such capital stock on the date such stock option would be considered granted under any Employee Benefit Plan that could give rise to any material liabilityGAAP and applicable law.

Employee Benefits. (aa)Section 4.16(a) of the Disclosure Schedule 5.15(aincludes a list of all (i) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus Benefit Plans sponsored or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors Acquired Companies, or to which the Vendors Acquired Companies contribute (or have any obligation to contribute) or have or may reasonably be expected to have any liability (contingent or otherwise) (collectively, the “Company Benefit Plans” with respect to Listed Employees those Company Benefit Plans that are sponsored or maintained by a professional employer organization for the benefit of current or former employees or other service providers (or, in each case, the beneficiaries or dependents thereof) of the Vendors (Acquired Companies separately referred to as “Employee PEO Plans” and all other Company Benefit Plans separately referred to as the “Company-Sponsored Plans”), provided, that Company Benefit Plans shall not include statutory benefit plans in or with which the Acquired Companies are required to participate or comply, including the Quebec Pension Plan and plans administered pursuant to applicable health, tax, workers’ compensation, workplace health and safety and employment insurance legislation; and (ii) therein described separately lists all PEO Plans. The Acquired Companies have made available to the Buyer copies of (if applicable) (i) each Company Benefit Plan (or a written description of all material terms, if such plan is not written or is a PEO Plan) and all amendments thereto and the Financial Statements reflect in most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required, any related trust agreements, insurance contracts and other material documents governing or relating to the aggregate an accrual functioning of such plan (including all amounts accruedamendments thereto), if any(ii) the most recent U.S. Internal Revenue Service determination or opinion letter related to the Company-Sponsored Plan, but unpaid under (iii) all such Employee Benefit Plans as material documents related to the funding (including applicable insurance policies) of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Company-Sponsored Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of and financial statement related to the Employee Benefit Company-Sponsored Plan, and (iv) all material correspondence (including any applications or submissions under any voluntary correction program) with any Governmental Entity or Union within the preceding three (3) years related to the Company-Sponsored Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesPEO Plan, the Vendors Acquired Companies have delivered made available to the Purchaser Buyer an accurate and a complete copies summary of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and such PEO Plan’s material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Section 3.14 of the Disclosure Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other lists each "employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability " (contingent or otherwiseas such term is defined in Section 3(3) with respect to Listed Employees of the Vendors Employee Retirement Income Security Act of 1974, as amended (“"ERISA")) covering employees of the Company (the "Employee Benefit Plans”) therein described and "). To the Financial Statements reflect in the aggregate an accrual of all amounts accruedSeller's Knowledge, if any, but unpaid under all each such Employee Benefit Plans as Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise complies in form and in operation in all respects with the applicable requirements of improvement has ERISA and the Internal Revenue Code of 1986, as amended (the "Code"). All contributions (including all employer contributions and employee salary reduction contributions) which are due have been made relating to any each such Employee Benefit Plan which is an "employee pension benefit plan" as defined in ERISA (an "Employee Pension Benefit Plan"). All premiums or other payments which are due have been paid with respect to each such Employee Benefit Plan which is an "employee welfare benefit plan" as defined in ERISA ("Employee Welfare Benefit Plan"). Each such Employee Benefit Plan which is intended to meet the requirements of a "qualified plan" under Code Section 401(a) has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of such Section. As of the last day of the most recent prior plan year, the market value of assets under each such Employee Benefit Plan which is an Employee Pension Benefit Plan equaled or exceeded the present value of liabilities thereunder (determined in accordance with then current funding assumptions). The Seller has delivered to the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (IRS Form 5500), and all related trust agreements, insurance contracts, and other funding arrangements which implement each such Employee Benefit Plan. Each Seller has not incurred (i) any obligation to make any contribution to any "multi-employer plan" as defined in Section 4001(a) (3) of such Employee Benefit Plans disclosed on Schedule 5.15(aERISA or (ii) is in effect and the Vendors any withdrawal liability from any multi-employer plan under Section 4201 of ERISA. There are in compliance with all lawsno pending actions, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) claims or lawsuits which have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded asserted or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect instituted against any of the Employee Benefit Plan. With respect to each current Employee Benefit Plan , the assets of any of the trusts or funds under any of such plans or the plan under which benefits may be due tosponsor or the plan administrator of such plans, or liabilities may exist against any fiduciary (as defined in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies Section 3(21) of (iERISA) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents Arrangements with respect to the Employee Benefit Plans required to be filed with any Governmental Body operation or distributed to any administration of such Employee Benefit Plan participant has been duly and timely filed (other than routine benefit claims), nor does Seller have knowledge of facts which could reasonably be expected to give rise to an action, claim or distributedlawsuit which could have a Material Adverse Effect upon Buyer. There To Seller's Knowledge, there are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of governmental agency involving the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(a) contains 3.18 sets forth an accurate and complete list and description ofschedule of all employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and sets forth the annual amount payable pursuant all other employee benefits programs or arrangements, including but not limited to, deferred compensation agreements and stock plans sponsored or maintained by the Company, its predecessor, the Subsidiary, or any former subsidiaries of the Company or its predecessor (collectively "Employee Benefit Plans"). Copies of all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation Employee Benefit Plans and of all agreements and trusts related thereto have been delivered to Buyer. Except for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other the employee benefit plans described on Schedule 3.18, neither the Company nor its predecessor, the Subsidiary, or any former subsidiaries of the Company or its predecessor sponsors, maintains, or contributes to any plan, program, policy fund, or arrangement maintained by that constitutes an employee pension benefit plan and neither the Vendors Company nor its predecessor, the Subsidiary, or to which any former subsidiaries of the Vendors Company or its predecessor have any liability obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (contingent such as, for example, and without limitation, any individual retirement account or otherwise) annuity). Neither the Company nor its predecessor, the Subsidiary, or any former subsidiaries of the Company or its predecessor has sponsored, maintained, or contributed to any employee pension benefit plan other than the plans set forth on Schedule 3.18, nor is the Company or its predecessor, the Subsidiary, or any former subsidiaries of the Company or its predecessor required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement. All accrued contribution obligations of the Company, its predecessor, the Subsidiary, or any former subsidiaries of the Company or its predecessor, with respect to Listed Employees any plan listed on Schedule 3.18 have either been fulfilled in their entirety or are fully reflected on the Balance Sheet, except for accruals since the date of the Vendors (“Balance Sheet incurred in the ordinary course of business. All Employee Benefit Plans have been operated in accordance with all applicable Laws and the Employee Benefit Plans”' terms in all material respects. There are no actions, claims, suits, or government audits or occurrences pending (other than for routine benefits) therein described and or, to the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as Knowledge of the dates thereof. The Vendors do not have any commitmentLandrys, whether formal or informalthreatened against, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required intended to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect tax-qualified under Section 401(a) of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under Code is so qualified and nothing has occurred which benefits may be due to, or liabilities may exist in respect of, current or former employees, could adversely affect the Vendors have delivered to the Purchaser accurate and complete copies qualified status of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitysuch plan.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description ofEffective as of the Closing, and sets forth the annual amount payable pursuant Purchaser will, or ----------------- will cause one of its affiliates to, all pensionprovide employee benefits to DMS Employees on terms and conditions that are at least as favorable to such employees as the terms and conditions of such benefits offered to similarly situated employees of the Purchaser and its affiliates, profit sharingexcept for enhanced retirement benefits, retirementretention or severance benefits that have been adopted by the Purchaser or its affiliates in connection with specific transactions which apply only to limited groups of employees rather than similarly situated employees in general. In addition, death benefitthe Purchaser agrees that under any employee benefit plan made available after the Closing to DMS Employees, welfarethe years of service credited to them by the Parent, severance paythe Seller, vacation pay, company awards, salary continuation the DMS Companies and the DMS Subsidiaries prior to the Closing (as set forth on a schedule to be provided by the Seller to the Purchaser on or prior to the Closing) will be treated as years of service with the Purchaser and its Affiliates in determining eligibility and vesting (but not for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other benefit accrual) under such employee benefit plan, programand in determining the amount of benefits under any applicable sick leave, policy vacation, severance or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans other welfare plan. Effective as of the dates thereofClosing, and subject to the foregoing provisions of this Section 4.7(b), the Purchaser will, or will cause one of its affiliates to, cover DMS Employees under a group health plan, to waive any preexisting condition limitations applicable to such employees under such group health plan and to take all action necessary to ensure that such employees are given full credit for all co-payments, co-insurance, annual out-of-pocket limits and deductibles incurred under any group health plan of the Parent, the Seller, a DMS Company or a DMS Subsidiary for the plan year that includes the Closing Date. The Vendors do not have lifetime maximum limitation under the Purchaser's group health plan will apply to DMS Employees and their covered dependents, provided, however, that the lifetime maximum limitation applicable to a DMS Employee or the covered dependent of a DMS Employee under such group health plan will be reduced by an amount equal to the benefits that were paid to such person under any commitmentgroup health plan of the Parent, whether formal Seller, a DMS Company or informala DMS Subsidiary and where applied against the lifetime maximum payment for such person under such group health plan, based on a schedule provided to the Purchaser by Seller on or prior to the Closing Date. If any DMS Employee terminates employment during the period beginning on the Closing Date and ending on December 31, 2002, the Purchaser will, or will cause one of its affiliates to, provide such employee with severance benefits, in addition to any Retention Incentive payment and any Maximizing Value Plan payment owed to such employee, in an amount equal to (as determined in Purchaser's reasonable good faith judgment) no less than the benefits provided under, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect terms of, current or former employees, the Vendors Seller's Contingent Severance and Outplacement Pay Plan for Associates (if the DMS Employee would have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims eligible for benefits payable in the normal operation of the Employee Benefit Plansunder such Plan), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate With respect to each Employee Benefit Plan and complete list and description ofeach stock purchase, and sets forth the annual amount payable pursuant tostock option, all pensiontermination, profit sharingseverance, retirementemployment, death benefitchange in-control, welfarebonus, severance pay, vacation pay, company awards, salary continuation for disability, sick leaveincentive, deferred compensation, bonus or pension, supplemental pension, retirement savings, and other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other material employee benefit plan, agreement, program, policy policy, practice or arrangement other arrangement, whether or not subject to ERISA, under which any Company Employee has any present or future right to benefits, which is maintained or contributed to by the Vendors Company or to any of its Subsidiaries, or under which the Vendors have Company or any of its Subsidiaries has any present or future liability, excluding any government-sponsored benefit plans which the Company or any of its Subsidiaries is required to participate in under applicable statutes or regulations (each, a “Company Benefit Plan”), no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries could be subject to any liability (contingent other than a claim for benefits or otherwiseother event in the ordinary course of business) that would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Each Company Benefit Plan is, in all material respects, being operated, registered, qualified, funded and administered in compliance with its terms and with all applicable requirements of Law. In all material respects, all payments required to be made by or with respect to each Company Benefit Plan (including all contributions, insurance premiums or intercompany charges) with respect to Listed Employees all prior periods have been timely made or paid by the Company or its Subsidiaries, in accordance with the provisions of each of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Company Benefit Plans as and applicable Law or, to the extent not required to be made or paid on or before the date hereof, have been reflected on the books and records of the dates thereofCompany in accordance with applicable accounting requirements. The Vendors do not have None of the Company, any commitmentof its Subsidiaries, whether formal any director, officer or informal, and whether legally binding employee of the Company or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to its Subsidiaries or any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Company Benefit Plan that is required subject to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with ERISA, or, to the actuarial methods and assumptions used in the most recent actuarial report prepared in respect Knowledge of the Employee Benefit Plan. With respect to each current Employee Benefit Plan Company, any trust created thereunder or plan under which benefits may be due toany trustee or administrator thereof, or liabilities may exist has engaged in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate a nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect Section 4975 of the Employee Benefit Plan with any applicable regulatory authority; Code). No “accumulated funding deficiency” (iv) the most recent annual as such term is defined in Section 302 of ERISA and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy Section 412 of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan Code (whether or not waived)) has been administered materially in accordance with its terms. All material reports, returns and similar documents occurred with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Company Benefit Plan participant has been duly that is subject to ERISA. Except as would not be material to the Company and timely filed or distributed. There its Subsidiaries, taken as a whole, there are no pending investigations by or, to the Knowledge of the Company, threatened actions, claims or lawsuits against or relating to the operation of any Governmental Body, termination proceedings Company Benefit Plan (other than routine benefits claims or other claims (except claims for benefits payable event in the normal operation ordinary course of business). No event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Company Benefit Plan being ordered, or required to be, terminated or wound up in whole or in part, having its registration under applicable Laws refused or revoked, being placed under the Employee administration of any trustee or receiver or Governmental Authority or being required to pay a material amount of Taxes, penalties, payments or levies under applicable Laws. Only Company Employees or directors (and the spouses, beneficiaries and dependants of such Company Employees and directors permitted under the applicable Company Benefit Plan) participate in the Company Benefit Plans), suits and no entity other than the Company or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits of its Subsidiaries is a participating employer under any Employee Company Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. With respect to all the employee benefit ----------------- plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of Reitco, Opco or any of their respective Subsidiaries (the "Reitco Benefit Plans"), except for such matters as, -------------------- individually or in the aggregate, could not be reasonably expected to have a Reitco Material Adverse Effect, and except as set forth in Section 5.14 of the Reitco Disclosure Schedule (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each Reitco Benefit Plan and no promise any related trust intended to be qualified under Sections 401(a) and 501(a) of improvement the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such Reitco Benefit Plan or related trust, (b) each Reitco Benefit Plan has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is operated in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods terms and assumptions used in the most recent actuarial report prepared in respect requirements of the Employee applicable law and all required returns and filings for each Reitco Benefit Plan. With respect to each current Employee Plan have been timely made, (c) none of Reitco, Opco or any of their respective Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of ERISA, connection with any Reitco Benefit Plan or other retirement plan under which benefits may be due toor arrangement, and no fact or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Reitco Benefit Plan have been made in full and in proper form, (e) none of Reitco, Opco or their respective commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Reitco Benefit Plan currently or previously maintained by Reitco, Opco or any of their respective Subsidiaries provides any post-retirement health or life insurance benefits, and none of Reitco, Opco or any of their respective Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Reitco Benefit Plan.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and 4.22 sets forth the annual amount payable pursuant toa complete and accurate list of all Benefit Plans sponsored, all pensionmaintained, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements contributed to or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained required to be contributed to by the Vendors Company for the benefit of any present or to which the Vendors have any liability (contingent former officers, employees, contractors, or otherwise) with respect to Listed Employees consultants of the Vendors Company (collectively, the “Employee Company Benefit Plans”). A current, accurate, and complete copy of each Company Benefit Plan (or summary thereof) therein described has been provided to the Buyer. Each Company Benefit Plan has been and is currently administered in all material respects in compliance with its contracts and constituent documents and all reporting, disclosure, and other requirements of ERISA and the Financial Statements reflect IRC applicable to such Company Benefit Plan. Each Company Benefit Plan that is an employee pension benefit plan (as defined in Section 3(2) of ERISA) and that is intended to be qualified under Section 401(a) of the aggregate an accrual of all amounts accruedCode (a “Pension Plan”), if any, but unpaid under all has been determined to be so qualified and no condition exists that would adversely affect any such Employee Benefit Plans as determination. True and correct copies of the dates thereof. The Vendors do not have most recent annual report on Form 5500 and any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee attached schedules for each Company Benefit Plan (if any such report was required by applicable Law) and no promise a true and correct copy of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(amost recent determination letter issued by the IRC for each Pension Plan (if any) have been duly registered where required by, and are in good standing under, all applicable legislation and provided to the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit PlanBuyer. With respect to each current Employee Company Benefit Plan, there is no Litigation pending or, to Sellers’ Knowledge, threatened. Full payment has been made of all amounts that the Company was required to have paid as a contribution to each Company Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect as of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy last day of the most recent letter confirming regulation fiscal year of such Company Benefit Plan ended prior to the Closing Date. No Company Benefit Plan, other than a Pension Plan or employee medical plan, provides benefits to any individual after termination of employment. With respect to any Company Benefit Plan that is funded wholly or partially through an insurance policy, all premiums required to have been paid through the Effective Date under the insurance policy have been paid, all premiums required to be paid under the insurance policy through the Closing Date will have been paid on or before the Closing and, as of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsClosing Date, returns and similar documents there will be no liability of the Company under any insurance policy or ancillary contract with respect to such insurance policy in the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Bodynature of a retroactive rate adjustment, termination proceedings loss sharing arrangement, or other claims (except claims for benefits payable in actual or contingent liability arising wholly or partially out of events occurring prior to the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityClosing Date.

Employee Benefits. (a) Section 5.8(a) of the Disclosure Schedule 5.15(aprovides a list of each Employee Benefit Plan, other than any individual award agreement, individual offer of employment letter or individual consulting agreement, in any case, that is consistent in all material respects with the applicable template set forth on Section 5.8(a) contains an accurate of the Disclosure Schedule and complete list and description ofthat does not provide any accelerated vesting, and sets forth the annual amount payable pursuant retention, change in control or severance payments or benefits. The Company has not sponsored, maintained, contributed to, all pensionor has been required to sponsor, profit sharingmaintain, retirementparticipate in or contribute to, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other any employee benefit plan, program, policy or other arrangement maintained by providing compensation or benefits to any Service Provider (or any dependent thereof) which is subject to the Vendors Laws of any jurisdiction outside of Canada. (b) Copies of each Employee Benefit Plan, as in effect on the date of this Agreement, have been made available to the Purchaser, or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional extent such Employee Benefit Plan is unwritten, a written description of the material terms thereof. There has also been provided or otherwise made available to the Purchaser the following (to the extent applicable): (i) all material records, notices and no promise filings to or from any Governmental Authority; (ii) copies of improvement the most recent summary plan descriptions, employee booklets insurance contracts and policies, trust or other funding agreements, summaries of material modification and all other material documents related to such Employee Benefit Plan; and (iii) for the three (3) most recent plan years, copies of the annual financial and accounting statements, including any actuarial valuation report (to the extent applicable). There has also been provided or otherwise made available to the Purchaser all material, non-routine communications relating to any Employee Benefit PlanPlan within the last three (3) years (including any such correspondence to or from any participants or Governmental Authority). Each of such Employee Benefit Plans disclosed on Schedule 5.15(a(c) is in effect and the Vendors are in compliance with all lawsNo material liability or obligation, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have whether absolute or contingent, under ERISA has been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required or could reasonably expected to be funded incurred by the Company or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect any of the Employee Benefit Planits ERISA Affiliates. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (id) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation None of the Employee Benefit Plans), suits : (i) is a “registered pension plan” for purposes of section 248 of the Tax Act or proceedings against is required to be registered under federal or involving any Employee Benefit Plan provincial minimum pension standards legislation in Canada; (ii) is a “salary deferral arrangement” for purposes of section 248 of the Tax Act; (iii) is a “retirement compensation arrangement” for purposes of section 248 of the Tax Act; or asserting any rights (iv) provides for retiree or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.post-employment health and

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and Part 3.13 of the Disclosure Letter sets forth a description of all of the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other existing employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees plans of the Vendors (“Employee Benefit Plans”) therein described Acquired Companies, personnel policies and the Financial Statements reflect in the aggregate an accrual a listing of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal employee benefit brochures or informal, handbooks and whether legally binding personnel brochures or not, handbooks delivered to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is employees or in effect and during the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributedpast twelve months. There are no pending investigations "employee benefit plans" (the "Plans") as such term is defined in Section 3(3) of ERISA maintained by the Acquired Companies or under which the Acquired Companies have any Governmental Bodyliability, termination proceedings other than those described in Part 3.13 of the Disclosure Letter. No Plan intended to be a qualified plan under Section 401(a) of the Code or trust forming a part thereof has been completely terminated since September 1, 1974. All Plans and any trusts forming a part thereof which are subject to ERISA are and have been administered in all material respects in compliance with ERISA; no "reportable event," as such term is used in ERISA, has heretofore occurred with respect to any Plan; and to the Knowledge of the Sellers and the Acquired Companies, there does not exist any fact or circumstance that might cause the Pension Benefit Guaranty Corporation to seek to terminate any Plan pursuant to Section 4042 of ERISA. Neither the Acquired Companies, the Sellers, trustees, administrators, or fiduciaries of any plans has participated in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) that could subject the Acquired Companies or any trustee, administrator or other claims (except claims for benefits payable fiduciary to any tax, penalty or liability. No liability to the Pension Benefit Guaranty Corporation has been or is expected to be incurred with respect to any Plan. Except as otherwise disclosed in the normal operation Disclosure Letter, all Plans which are "employee pension benefit plans" (as such term is defined in Section 3(2) of ERISA) and which are intended to be qualified plans under Section 401(a) of the Employee Benefit Plans)Code, suits have received, within the last three years, favorable determination letters from the Internal Revenue Service regarding their qualification and the tax-exempt status of their trusts under Section 501(a) of the Code. All Plans and the trusts forming a part thereof have been administered and enforced in all material respects in accordance with their terms and the applicable provisions of the Code and ERISA, and no material disputes are pending or, to the Knowledge of the Sellers or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to the Acquired Companies, threatened with respect thereto. The present value of all vested accrued benefits under any Employee Benefit Plan that could give rise is an "employee pension benefit plan" subject to Title IV of ERISA did not, as of the latest valuation date, exceed the value of the assets of any material liabilitysuch Plan allocable to such vested accrued benefits, based upon the actuarial assumptions which are set forth in Part 3.13 of the Disclosure Letter. The present value of all accrued benefits, whether vested or not, under any Plan that is an "employee pension benefit plan" subject to Title IV of ERISA did not, as of the latest valuation date, exceed the value of the assets of such Plan allocable to such vested and non-vested accrued benefits. None of the Plans is a "multi- employer plan," as defined in ERISA. The Acquired Companies have not suffered or otherwise caused a "complete withdrawal" or "partial withdrawal," as such terms are respectively defined in Section 4203 and 4205 of ERISA. None of the Plans subject to Section 412 of the Code or any trust established in connection therewith has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code, whether or not waived, since the effective date of Section 412. None of the assets of any Plan has at any time included any stock or securities issued by any Acquired Company since before 1989.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description ofEach employee pension benefit plan (“Pension Plan”), as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), each employee welfare benefit plan (“Welfare Plan”), as defined in Section 3 of ERISA, and sets forth the annual amount payable pursuant toeach other deferred compensation, all bonus, incentive, stock incentive, stock option, stock purchase, stock appreciation, severance, change in control, pension, profit sharinghealth, retirementmedical, death benefitdental, welfaredisability, severance life insurance, flexible spending account, sick pay, vacation pay, company awardsleave of absence, salary continuation for disabilitycontinuation, sick leaveeducational assistance, deferred compensationservice award, bonus fringe benefit, or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other material employee benefit plan, program, policy plan or arrangement program (“Benefit Plan”) that is currently maintained by the Vendors Company or any of its ERISA Affiliates (as defined below) or with respect to which the Vendors Company or any of its ERISA Affiliates is under any current obligation to contribute or has liability, whether current or contingent (collectively, the “Company Employee Plans” and, individually, a “Company Employee Plan”), is listed in Schedule 3.26(a) and, to the extent a Company Employee Plan is evidenced by documents, true and complete copies thereof have any liability (contingent been delivered or otherwise) made available to Parent. In addition, copies of the summary plan descriptions of each Company Employee Plan, copies of the most recent determination letter issued by the Internal Revenue Service with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Pension Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in Company Employee Plan, copies of the most recent actuarial report prepared in respect for each such Pension Plan, where applicable, and copies of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (ivForm 5500 Series) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body Authority with respect to each Company Employee Plan for the three most recent plan years of such Company Employee Plan for which reports have been filed have been delivered or distributed made available to any Employee Benefit Parent. Agreement and Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.Merger

Employee Benefits. (a) Section 4.17(a) of the Disclosure Schedule 5.15(alists all written and describes all non-written employee benefit plans (as defined in Section 3(3) contains an accurate of the ERISA) and complete list and description ofall bonus, and sets forth the annual amount payable pursuant tostock or other security, all pensionoption, stock or other security purchase, stock or other security appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, retirement“change in control,” termination, death benefitseverance, welfaregolden parachute, severance payvacation, vacation paycafeteria, company awardsdependent care, salary continuation for disabilitymedical care, sick leaveemployee assistance program, deferred compensationeducation or tuition assistance programs, bonus insurance and other similar fringe or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit planplans, programprograms or arrangements, policy and any current employment or arrangement maintained by the Vendors executive compensation or to which the Vendors have any liability (contingent severance agreements, written or otherwise, that have been sponsored or maintained or entered into or required to be contributed to for the benefit of, or relating to, any present or former employee or director of the Company or its Subsidiaries during the ten (10) year period prior to and including the Closing Date (collectively, the “Employee Plans”). The Company and its Subsidiaries have made available to the Buyer with respect to Listed each Employee Plan correct and complete copies of (where applicable): (i) all plan documents, summary plan descriptions, summaries of material modifications and amendments related to such plans, (ii) the most recent determination letters received from the IRS, where applicable, and (iii) for the Employee Plans (other than the Company Employee Plans) the most recent Form 5500 Annual Reports, along with all schedules and attachments to such Form (and for the Company Employees Plans, the three most recent Form 5500 Annual Reports, along with all schedules and attachments). The Company and its Subsidiaries have made available to the Buyer with respect to each Employee Plan which is sponsored, maintained or entered into solely by the Company or its Subsidiaries (collectively, the “Company Employee Plans”): (i) the most recent audited financial statement and actuarial valuation, (ii) all material correspondence relating to any such Company Employee Plan between the Company, Timken or its Subsidiaries and any government agency or regulatory body, including, without limitation, the U.S. Department of Labor, Pension Benefit Guaranty Corporation or Internal Revenue Service dated within three (3) years of the Vendors date hereof, and (“iii) all related agreements, collective bargaining agreements, insurance contracts and other agreements which implement each such Company Employee Benefit Plans”) therein described and Plan. Neither the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have Company nor its Subsidiaries has any commitmentcommitment or formal plan, whether formal or informal, and whether not legally binding or notbinding, to create any additional such employee benefit plan or modify or change any existing Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. From the Effective Time until December 31, 1999, New HomePlace shall, with respect to all employees of Old HomePlace who become employees of the Surviving Corporation (a) Schedule 5.15(a) contains an accurate "HP Employees"), provide for their coverage under benefit plans, programs and complete list and description ofarrangements providing benefits not substantially less favorable in the aggregate to such HP Employees than the Benefit Plans listed in Section 9.1 of the HomePlace Disclosure Schedule, including without limitation group health plans which do not exclude or limit the coverage of such HP Employees on account of waiting periods or pre-existing conditions, and sets which have in all material respects identical or superior coverage in terms of employee participation and benefit levels with respect to health plans. If upon participation in the Waccamaw health and medical Benefit Plans appropriate credits are given to the HP Employees in respect of plan deductibles and co-payments and there are no waiting period and pre-existing condition limitations applied against such HP Employees, then New HomePlace and Waccamaw agree for purposes of this Section 9.01 that the Waccamaw health and medical Benefit Plans existing on the date hereof provide benefits which are not substantially less favorable in the aggregate as compared to similar New Homeplace Benefit Plans covering the HP Employees as of the date hereof. From the Effective Time until December 31, 1999 (but not beyond, in the case of each individual "COBRA" qualified beneficiary or related individual, the maximum period of coverage set forth in Sections 602(2)(A), (C), (D) and (E), but not (B), of ERISA), the annual amount payable pursuant toSurviving Corporation shall provide group health plan continuation coverages required to be provided by New HomePlace in accordance with Section 4980B of the Tax Code and Sections 601 through 609 of ERISA for and to all current and former HP Employees and their eligible dependents provided that any such continuation for any particular qualified beneficiary or related individual shall be subject to such qualified beneficiary's or such related individual's payment of all required premiums and so long as the qualified beneficiary or related individual does not commit fraud on the plan. For purposes of any participation, all pensionlength of service requirements, profit sharingwaiting periods, retirementvesting periods, death benefit, welfare, vacation or severance pay, vacation payor differential benefits based on length of service under any Employee Plan for which an HP Employee may be eligible after the Closing, company awardsthe Surviving Corporation shall ensure that service by such Employee with Old HomePlace shall be counted and treated as service with the Surviving Corporation. Notwithstanding the foregoing, salary continuation (i) no such past service credit shall be granted for disabilityany purposes in respect of any defined benefit pension plan; (ii) no past service credit shall be provided by the Surviving Corporation for purposes of any defined contribution pension plan (other than in respect of any defined contribution pension plan originally sponsored by Old HomePlace for so long as HP Employees continue to participate in a defined contribution pension plan originally sponsored by Old HomePlace (but such prior past service credit for vesting and eligibility, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee but not for benefit accrual shall be retroactively credited at such time as such Old HomePlace's defined contribution pension plan is merged into the Waccamaw defined contribution pension plan); (iii) nothing in this Section 9.01 shall be construed to require double coverage of any type under any benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described arrangement; and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) all current and former HP Employees who are entitled on the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement date hereof or other funding agreement (including all amendments made thereto); and (vii) a copy who become entitled to COBRA continuation coverage thereafter but prior to December 31, 1999 shall be entitled to COBRA continuation coverage of the most recent letter confirming regulation of type and at the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns levels provided by the New HomePlace health and similar documents with respect to the Employee medical Benefit Plans required at the Effective Time pursuant to be filed with any Governmental Body either the New HomePlace health and medical Benefit Plans or distributed to any Employee Benefit Plan participant has been duly the Surviving Corporation health and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee medical Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(a3.12 of the Disclosure Schedule contains a true, complete and correct list of each employee benefit plan (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) contains an accurate of ERISA and complete list employee benefit plans such as foreign plans, that are not subject to the provisions of ERISA) and description ofany employment, and sets forth the annual amount payable pursuant tochange of control, all bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, unit option or purchase, equity-based compensation, consulting, vacation, severance, disability, death benefit, welfarehospitalization, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus life or other incentive compensation, stock purchase arrangements or policies, life benefits-related insurance, health insurance, workers compensation, scholarship supplemental unemployment benefits or other employee benefit plan, program, policy policy, agreement, arrangement or arrangement material understanding (whether formal or informal or whether or not legally binding), (i) sponsored, maintained or contributed to or required to be contributed to by the Vendors Company and its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b)(1) ERISA, for the benefit of any current or former employee, manager or consultant of the Company, or (ii) with respect to which the Vendors Company or any Subsidiary could have any liability (contingent all the foregoing being herein referred to as “Benefit Plans”). The Company has made available to Purchaser a true and correct copy of all documents related to the Benefit Plans, including but not limited to, (u) as they exist, the three most recent annual reports or otherwiseForm 5500 Series filings if required under ERISA, filed with the Internal Revenue Service (the “IRS”) with respect to Listed Employees each Benefit Plan, (v) a copy of the Vendors each written Benefit Plan (“Employee including all amendments thereto) or a written description of any Benefit Plans”) therein described Plan that is not otherwise in writing and the Financial Statements reflect in the aggregate an accrual most recent Summary Plan Description, any Summary of all amounts accruedMaterial Modifications or Form 5500 Series if required under ERISA, (w) each trust agreement and group annuity contract, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee such Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a, (x) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect or valuation relating to each Benefit Plan subject to Title IV of ERISA or providing post-retirement health and/or life insurance benefits, (y) a current determination letter received from the Employee Benefit Plan. With Internal Revenue Service with respect to each current Employee Benefit Plan or plan intended to qualify under which benefits may be due to, or liabilities may exist in respect of, current or former employees, Section 401(a) of the Vendors have delivered Code and (z) all contracts relating to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents Plans with respect to which the Employee Benefit Plans required to be filed with Company or any Governmental Body or distributed to ERISA Affiliate may have any Employee Benefit Plan participant has been duly liability, including, but not limited to, insurance contracts, investment management agreements, subscription and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityparticipants agreements and record keeping agreements.

Employee Benefits. Cause to be delivered to Administrative Agent: (ai) Schedule 5.15(a) contains an accurate and complete list and description ofpromptly, and sets forth in any event within ten (10) Business Days after Borrower or any of its Subsidiaries knows or has reason to know that an ERISA Event has occurred that has resulted in or reasonably could be expected to result in a Material Adverse Change, a written statement of the annual amount payable pursuant tochief financial officer of Borrower describing such ERISA Event and any action that is being taking with respect thereto by Borrower, all pensionany such Subsidiary or ERISA Affiliate, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus and any action taken or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained threatened by the Vendors IRS, Department of Labor, or PBGC. Borrower or such Subsidiary, as applicable, shall be deemed to know all facts known by the administrator of any Benefit Plan of which it is the Vendors have plan sponsor, (ii) promptly, and in any liability event within three (contingent or otherwise3) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise all communications received by Borrower, any of improvement has been made relating its Subsidiaries or, to the knowledge of Borrower, any Employee Benefit Plan. Each of ERISA Affiliate with respect to such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required byrequest, and are (iii) promptly, and in good standing underany event within three (3) Business Days after receipt by Borrower, all applicable legislation and any of its Subsidiaries or, to the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect knowledge of Borrower, any ERISA Affiliate, of the Employee Benefit Plan. With respect PBGC’s intention to each current Employee terminate a Benefit Plan or plan under which benefits may to have a trustee appointed to administer a Benefit Plan, copies of each such notice. Cause to be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to Administrative Agent, upon Administrative Agent’s request, each of the Purchaser accurate and complete copies of following: (i) a copy of each Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all currently applicable plan texts and agreements and any amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of Borrower or its Subsidiaries; (ii) all summary plan descriptions and material employee communicationsthe most recent determination letter issued by the IRS with respect to each Benefit Plan; (iii) for the three most recent plan years, annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans reports on Form 5500 Series required to be filed with any Governmental Body governmental agency for each Benefit Plan; (iv) all actuarial reports prepared for the last three plan years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by Borrower or distributed any ERISA Affiliate to each such plan and copies of the collective bargaining agreements requiring such contributions; (vi) any Employee Benefit Plan participant information that has been duly provided to Borrower or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan; and timely filed (vii) the aggregate amount of the most recent annual payments made to former employees of Borrower or distributedits Subsidiaries under any Retiree Health Plan. There are no pending investigations 76 LOAN AGREEMENT Oil and Gas Property Title Information. On or before delivery to Administrative Agent of each Reserve Report required after the Closing Date by any Governmental BodySection 2.2 or Section 6.2, termination proceedings and, to the extent not already provided pursuant to Section 6.13, Borrower will provide Administrative Agent with title opinions or other claims title information acceptable to Administrative Agent covering the Oil and Gas Property Collateral acquired after the Closing Date so that at all times the value of Proved Developed Reserves for which title opinions or other title information acceptable to Administrative Agent shall equal or exceed eighty percent (except claims for benefits payable in the normal operation 80%) of the Employee Benefit PlansNYMEX Value. Borrower shall cure all title defects or exceptions which are not Permitted Liens, or substitute acceptable Oil and Gas Property Collateral with no title defects or exceptions except for Permitted Liens covering Oil and Gas Property Collateral of an equivalent value, within 30 days after a request by Administrative Agent to cure such defects or exceptions. If the Borrower is unable to cure any title defect requested by Administrative Agent to be cured within the 30 day period, such failure to cure shall not be a Default or an Event of Default, but instead such Property shall remain excluded from the Borrowing Base as provided in Section 2.2 until such time as title is satisfactory to Administrative Agent. Upon the discovery of any title defect or exception which is not a Permitted Lien, Administrative Agent shall have the right to exercise the right to remedy such title defect or exception in its sole discretion from time to time (and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(a3.11(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedCompany Disclosure Schedule contains a list, if any, but unpaid under all such Employee Benefit Plans as of the dates thereofdate hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other ERISA Affiliate for the benefit of any current or former employee or independent contractor of the Company or any Company Subsidiary or any other ERISA Affiliate. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Each Company Benefit Plan and no promise of improvement Company Benefit Agreement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are administered in compliance with its terms and applicable Law and otherwise complies with applicable Law in all lawsmaterial respects. The Company has made available to Parent true, rules complete and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete correct copies of (i) all currently applicable each Company Benefit Plan or other plan texts and agreements and set forth in Schedule 3.11(a) of the Company Disclosure Schedule (or, in the case of any amendments thereto; such Company Benefit Plan that is unwritten, a description thereof), (ii) all summary the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each such plan descriptions and material employee communications; (if any such report was required), (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; summary plan description for each such plan for which such summary plan description is required, (iv) the most recent annual each trust agreement and periodic accounting of plan assets; group annuity contract relating to any such plan, and (v) all filings during the most recent actuarial valuation; past three years under the IRS’s Employee Plans Compliance Resolution System program, the Department of Labor Delinquent Filer Voluntary Correction Program or any other government correction program relating to any Company Benefit Plan, in each case, to the extent that such documents are in the Company’s possession. Schedule 3.11(a) of the Company Disclosure Schedule contains a summary of all Company Stock Options, RSUs and PSUs outstanding under the Company Stock Plans as of the Measurement Date, specifying the name of each holder, the exercise price, the date of grant, and the number of vested and unvested (vior non-forfeitable) the trust agreement Company Stock Options or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsCompany Securities, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityas applicable.

Employee Benefits. (a) Schedule 5.15(a3.22(a) contains an accurate a complete and complete correct list of all material employee benefit plans as defined in Section 3(3) of ERISA ("Employee Benefit Plans") and description ofof all other material employee arrangements and commitments, and sets forth the annual amount payable pursuant towhether or not employee benefit plans (including, all pensionwithout limitation, profit sharing, retirement, death benefit, welfare, severance paysick leave, vacation pay, company awardsseverance pay, salary continuation for disability, sick leaveconsulting or other compensation arrangements, retirement plans, deferred compensationcompensation plans, bonus plans, incentive compensation plans, stock option or other stock incentive compensationplans, equity compensation plans, employee stock purchase arrangements or policiesplans, medical, dental and vision plans, life insurance, health insurance, workers compensation, scholarship insurance and educational assistance programs) sponsored or other employee benefit plan, program, policy or arrangement maintained by the Vendors Seller or an ERISA Affiliate, or to which the Vendors have any liability (contingent Seller or otherwise) an ERISA Affiliate contributes or is required to contribute, or with respect to Listed Employees which the Seller or an ERISA Affiliate is a party for the benefit of, or has any liability, contingent or otherwise in relation to, any Transferred Employee, Mismatched Employee or any employee or former employee of any of the Vendors Transferred Subs, except any statutory plan, benefit or contribution obligation (“Employee Benefit collectively the "Seller Plans”"). As used herein, "ERISA Affiliate" shall refer to any trade or business, whether or not incorporated, under common control with the Seller within the meaning of Section 414(b), (c), (m) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as or (o) of the dates thereof. The Vendors do not have any commitmentCode and, whether formal or informalfor the avoidance of doubt, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect deemed to refer to each of the Employee Benefit PlanBusiness Subs. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist Except as set forth in respect of, current or former employeesSchedule 3.22, the Vendors have delivered Seller has made available to the Purchaser accurate Purchaser, where applicable, complete and complete correct copies of (i) all currently applicable plan texts and agreements and any amendments thereto; Seller Plans, (ii) all related summary plan descriptions and any subsequent summaries of material employee communications; modifications, (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; financial statements, (iv) the most recent annual and periodic accounting reports (Form 5500 series in the case of plan assets; Seller Plans in the United States), (v) the most recent actuarial valuation; IRS determination letter for all plans qualified under Code section 401(a), (vi) appropriate evidence of tax-favored or tax- exempt status for Seller Plans outside the United States, (vii) the three most recent actuarial reports, (viii) a copy of each trust agreement or other funding agreement arrangement, (including ix) all amendments made thereto); material correspondence within the last three years with governmental and regulatory authorities relating to any Seller Plan and (viix) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All all current material reportshandbooks, returns manuals, Collective Bargaining Agreements and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly governing employment policies, practices and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityprocedures.

Employee Benefits. All benefit and compensation plans, contracts, policies or arrangements covering current or former employees of it and its subsidiaries (athe “Employees”) Schedule 5.15(aand current or former directors or managers of it, including, without limitation, “employee benefit plans” within the meaning of Section 3(3) contains an accurate and complete list and description ofof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensationstock option, stock purchase arrangements or policiespurchase, life insurancestock appreciation rights, health insurancestock based, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by incentive and bonus plans (the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual ), are listed on Section 3.28 of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereofits Disclosure Letter. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate True and complete copies of all Benefit Plans listed on Section 3.28 of its Disclosure Letter, including, without limitation, any trust instruments and insurance contracts forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to the other. All Benefit Plans covering Employees which are subject to ERISA (ithe “ERISA Plans”) all currently applicable are in substantial compliance with ERISA. Each ERISA Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS, and it is not aware of any circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such Plan under Section 401(a) of the Code. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject it or any subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. Neither it nor any of its subsidiaries has ever contributed to any Benefit Plan which is subject to Title IV of ERISA or which is a “multiemployer plan,” and neither it nor any of its subsidiaries has incurred any liability under Title IV of ERISA. Neither it nor any of its subsidiaries has any obligations for retiree health and life benefits under any ERISA Plan, except as set forth on Section 3.28 of its Disclosure Letter. There has been no amendment to, announcement by it or any of its subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan which would increase materially the expense of maintaining such plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) above the level of the expense incurred therefor for the most recent annual report and/or annual information return filed in respect fiscal year. Neither the execution of this Agreement or any other Transaction-Related Agreement nor the consummation of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; transactions contemplated hereby or thereby will (v) the most recent actuarial valuation; (vi) the trust agreement entitle any employees of it or other funding agreement (including all amendments made thereto); and (vii) a copy any of the most recent letter confirming regulation subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (w) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Employee Benefit Plan with each applicable regulatory authorityPlans, or (x) limit or restrict the right of it to merge, amend or terminate any of the Benefit Plans. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsPrior to the Closing, returns it will pay or properly accrue for all severance and similar documents with respect obligations owed to its directors, managers, officers and employees on or prior to the Employee Benefit Plans required to be filed with any Governmental Body Closing or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation as a result of the Employee Benefit Plansexecution of this Agreement or any other Transaction-Related Agreement or the Closing (the “Severance Obligations”), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. Schedule 4.18 lists and identifies: (ai) Schedule 5.15(aeach employee pension benefit plan as defined in Section 3(2) contains an accurate of ERISA (a “Pension Plan”); (ii) each employee welfare benefit plan, as defined in Section 3(1) of ERISA (a “Welfare Plan”); and complete list (iii) each compensation and description ofemployment arrangement or agreement, and sets forth the annual amount payable pursuant including, but not limited to, all pension, profit sharing, retirement, death any fringe benefit, welfareincentive compensation, severance payphantom stock, vacation paybonus, company awardsseverance, salary continuation for disability, sick leavevacation, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit supplemental executive compensation plan, programor employment agreement (a “Benefit Arrangement”) (collectively, policy or arrangement with a Pension Plan and/or a Welfare Plan, the “Plans”) that is maintained by the Vendors Sellers for the employees of the Business. The form of each Pension Plan and each Welfare Plan is in compliance with the applicable terms of ERISA, the Code, and all other applicable laws, including but not limited to, the Americans With Disabilities Act of 1990, the Family Medical Leave Act of 1993, the Health Insurance Portability and Accountability Act of 1996, the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief Act of 2000, and the Economic Growth and Tax Relief Reconciliation Act of 2001, the American Jobs Creation Act of 2004, and the Pension Protection Act of 2006, and such plans have been administered in compliance with such laws and written applicable Plan documents. Each Pension Plan listed on Schedule 4.18 that is intended to qualify under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service, the trust maintained thereunder has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determinations that is likely to cause the loss of such qualification or exemption. No charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand with respect to a Plan or to the administration or the investment of the assets of any Plan that the Sellers or any ERISA Affiliate maintains or has maintained, or to which the Vendors Sellers or any ERISA Affiliate contributes or has contributed, for the benefit of any current or former employee (other than routine claims for benefits) is pending or threatened that could reasonably be expected to result in a material liability to the Sellers or any ERISA Affiliate or to such Plan or a fiduciary of such Plan. All contributions (including all employer contributions and employee contributions) that have any liability (contingent or otherwise) been required to have been paid with respect to Listed Employees each Plan have been paid within the time required by such Plan or applicable laws. Except as required by the Code or this Agreement, the consummation of the Vendors (“Employee Benefit Plans”) therein described and transactions contemplated by this Agreement will not accelerate the Financial Statements reflect in time of vesting or the aggregate an accrual time of all amounts accruedpayment, if anyor increase the amount, but unpaid under all such Employee Benefit Plans as of compensation due to any director, employee, officer, former employee or former officer of the dates thereofSellers or an ERISA Affiliate. The Vendors do not No written or oral representations have been made to any commitmentemployee or former employee of the Sellers or any ERISA Affiliate at any time promising or guaranteeing any employer payment or funding for the continuation of medical, whether formal dental, life or informaldisability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA). Except as set forth on Schedule 4.18, and whether legally binding neither the Sellers nor any ERISA Affiliate (as defined below) of the Sellers have at any time within six years prior to the Effective Date sponsored, maintained or notcontributed to a Pension Plan subject to Title IV of ERISA, a multiemployer plan as defined in Section 3(37) of ERISA, a multiple employer plan within the meaning of Section 210 of ERISA or Section 413(c) of the Code, or a voluntary employees’ beneficiary association, as defined in Section 501(c)(9) of the Code. No Pension Plan, Welfare Plan, or Benefit Arrangement will result in any liability to create the Buyer or will have an adverse impact upon the Transferred Assets or subject the Transferred Assets to any additional such Employee Benefit lien under ERISA, the Code, or the laws of any state. Each Plan and no promise listed on Schedule 4.18 that is a nonqualified deferred compensation plan, as defined in Section 409A(d)(1) of improvement the Code, has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are operated in compliance with all lawsthe provisions of said Section 409A and has been amended to the extent necessary to be compliant with such Section 409A. As used herein, rules the term “ERISA Affiliate” shall mean any subsidiary of the Sellers and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(aany trade or business (whether or not incorporated) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect part of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due tosame controlled group, or liabilities may exist in respect ofunder common control with, current or former employeespart of an affiliated service group that includes the Sellers within the meaning of Sections 414(b), the Vendors have delivered to the Purchaser accurate and complete copies of (ic), (m) all currently applicable plan texts and agreements and any amendments thereto; or (iio) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityCode.

Employee Benefits. (aSchedule 4(s) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth a complete and accurate list of all PublicCo Benefit Plans that are an “employee pension benefit plan” within the annual amount payable pursuant tomeaning of Section 3(2) of ERISA, all pensionwhether or not such plan is subject to ERISA (each, profit sharinga “PublicCo Pension Plan”). For purposes of this Section 4(s), retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other a “PublicCo Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any employee benefit plan, program, policy policy, practices, or other arrangement maintained by the Vendors providing compensation or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating benefits to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesemployee, officer or director of PublicCo, the Vendors PublicCo Subsidiaries or their ERISA Affiliates or any beneficiary or dependent thereof, whether written or unwritten, that is sponsored, maintained or contributed by PublicCo, the PublicCo Subsidiaries or their ERISA Affiliates contributes. For purposes of this Section 4(s), an entity is an “ERISA Affiliate” of PublicCo or any PublicCo Subsidiary if it would have delivered to the Purchaser accurate and complete copies of ever been considered a single employer with PublicCo or a PublicCo Subsidiary under ERISA Section 4001(b) or Section 414(b), (ic) all currently applicable plan texts and agreements and any amendments thereto; or (iim) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authorityCode. Each Employee PublicCo Benefit Plan has been administered materially in all material respects in accordance with its termsterms all applicable laws and each of PublicCo, the PublicCo Subsidiaries and their ERISA Affiliates is in compliance in all material respects with all applicable provisions of ERISA and the terms of any PublicCo Benefit Plan. All material reports, returns and similar documents No “reportable event” (as defined in Section 4043 of ERISA (other than a “reportable event” as to which the PBGC has regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event)) has occurred with respect to any PublicCo Pension Plan; none of PublicCo, any PublicCo Subsidiaries or any of their ERISA Affiliates has incurred or expects to incur material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Pension Plan or any other “pension plan” (as defined in ERISA) or (ii) Sections 412 or 4971 of the Employee Benefit Plans required Code; and each Pension Plan that is intended to be filed with qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification. Except for liabilities that arise solely out of, or relate solely to, an PublicCo Benefit Plan, none of PublicCo, the PublicCo Subsidiaries or their ERISA Affiliates has any Governmental Body material current or distributed contingent liabilities (i) to any Employee Benefit Plan participant has been duly “employee benefit plan” (as defined in ERISA); (ii) under Title IV of ERISA, (iii) under Section 302 of ERISA, (iv) under Sections 412 and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation 4971 of the Employee Benefit Plans)Code, suits (v) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, or proceedings against (vi) under corresponding or involving similar provisions of foreign Laws or regulations. Each stock option, if any, granted PublicCo, the PublicCo Subsidiaries or any Employee Benefit Plan or asserting any rights or claims of their ERISA Affiliates was granted (i) in accordance with the terms of the applicable stock option plan of such entity and (ii) with an exercise price at least equal to the fair market value of such capital stock on the date such stock option would be considered granted under GAAP and applicable law. The amount by which the actuarial present value of all accrued benefits under any Employee PublicCo Benefit Plan that could give rise to any (whether or not vested) exceeds the fair market value of the assets of such PublicCo Benefit Plan is properly accrued and reflected, in all material liabilityrespects, in the SEC Documents.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and Part 2.10 of the Disclosure Letter sets forth a list of all pension plans, as defined in Section 3.2 of the annual amount payable pursuant toEmployment Retirement Income Security Act of 1974, as amended (“ERISA”) maintained by Seller or the Company or otherwise covering the employees of the Business and all pensionbonus, profit sharing, retirementoption, death benefitor other types of employee benefit plans, welfarearrangements with employees for bonuses, incentive compensation, deferred compensation, vacations, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life retirement insurance, health insurance, workers compensation, scholarship health plans or other employee benefit plan, program, policy or arrangement benefits (the “Plans”) maintained by Seller or the Vendors or to Company in which the Vendors employees of the Business are participating. Copies of all Plans described in the preceding sentence have been delivered to Buyer. Such Plans shall remain with or be transferred and assigned to Seller prior to the Closing. Where applicable, the Plans are qualified under § 401(a) of the Internal Revenue Code of 1986 as amended (the “Code”) and the related Trusts are exempt under § 501(a) of the Code. None of the Plans have accumulated any liability funding deficiency (contingent as defined in ERISA and § 412 of the Code) whether or otherwisenot waived, and until the Closing Date all contributions to the Plans as necessary to satisfy the minimum funding requirements under ERISA have been and will be made prior to the date they are due. Except as set forth in Part 2.10 of the Disclosure Letter: (a) there has been no violation of the reporting and disclosure requirements imposed under ERISA or the Code for which any penalty in a material amount has been or may be imposed with respect to Listed Employees any Plan; (b) no Plan has any liability of any nature other than for routine payments to be made in due course to participants and beneficiaries; (c) no event has occurred which would constitute a prohibited transaction under Section 406 of ERISA; (d) there are no lawsuits or claims which have been or will be, prior to Closing, asserted or instituted against the assets of any trust under the Plans or against of the Vendors Plans; (“Employee Benefit Plans”e) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as there are no investigations pending by any governmental authority of the dates thereof. The Vendors do not have assets of any commitment, whether formal trust under the Plans or informal, and whether legally binding or not, to create against any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto)Plans; and (viif) a copy none of the most recent letter confirming regulation Plans is a “Multi-Employer Plan” as defined in Section 3(37) of ERISA, as amended by the Employee Benefit Multi-Employer Pension Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation Amendment Act of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability1980.

Employee Benefits. (a) Schedule 5.15(a) 6.16 hereto contains an accurate and a complete list and description ofof all of the employees of the Station as of the date hereof, the rate of pay for each such employee, and sets forth a list of all Employee Benefit Plans, as defined in Section 3(3) of the annual amount payable pursuant toEmployee Retirement Income Security Act of 1974, all pensionas amended ("ERISA"), profit sharingor any other "Compensation Arrangements," whether or not written, retirementapplicable to the employees of Seller or any entity related to Seller (under the terms of Section 414 of the Internal Revenue Code of 1986 (the "Code")). For purposes of the preceding sentence, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave"Compensation Arrangements" means any bonus, deferred compensation, bonus or other incentive compensation, stock purchase arrangements purchase, stock option, severance or policiestermination pay, life insuranceor profit sharing plan, health insuranceprogram, workers compensationagreement, scholarship or arrangement and any other employee benefit plan, program, policy agreement or arrangement maintained by for the Vendors benefit of any current or to which former employee, director, or independent contractor. Seller will, upon Purchaser's request, furnish Purchaser with true and complete copies of any contracts with employees of the Vendors have Stations. Seller is not aware of the existence of any liability pending, threatened or anticipated governmental audit or examination of any such Employee Benefit Plan or Compensation Arrangement. There exists no action, suit, or claim (contingent or otherwiseother than routine claims for benefits) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedany such plans or arrangements pending, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or notor, to create the knowledge of Seller, threatened or anticipated, against any additional of such Employee Benefit Plan and no promise of improvement has been made relating or Compensation Arrangement. Neither Purchaser nor any entity related to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations Purchaser under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect Section 414 of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due toCode, or liabilities may exist in respect ofany officers, current or former directors, partners, employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect or affiliates of the Employee Benefit Plan with same, shall have any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement liability, obligation, or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents responsibility with respect to the Employee Benefit Plans required to be filed with any Governmental Body claims or distributed to any Employee Benefit Plan participant has been duly and timely filed liabilities arising or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving accruing under any Employee Benefit Plan or asserting Compensation Arrangement maintained or provided by Seller or any rights or claims other entity related to benefits Seller under any Employee Benefit Plan that could give rise Section 414 of the Code which relates to any period whatsoever. Seller has complied in all material respects with Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code (hereinafter collectively referred to as "COBRA"), and will provide such continuation of health benefit coverage to the extent required by reason of the events occurring prior to or on the Closing Date or by reason of the transactions contemplated by this Agreement. Neither Purchaser nor any entity related to Purchaser under Section 414 of the Code, or any officers, directors, partners, employees, or affiliates of the same, shall have any liability, obligation, or responsibility with respect to penalties, claims, or liabilities arising or accruing under COBRA with respect to any group health plan maintained by or contributed to by Seller or any entity related to Seller under Section 414 of the Code.

Employee Benefits. Except as would not reasonably be expected to have a Material Adverse Effect: (ai) Schedule 5.15(a) contains an accurate and complete list and description ofThe Company, its subsidiaries, and sets forth the annual amount payable pursuant toeach of their “ERISA Affiliates” (as defined below), all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other and each “employee benefit plan, program, policy ” as defined in Section 3(3) of ERISA that is sponsored or arrangement maintained by the Vendors Company, any of its subsidiaries or any of their ERISA Affiliates, or with respect to which the Vendors have Company, any liability (contingent of its subsidiaries or otherwise) with respect any of their ERISA Affiliates has made or is required to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedmake payments, if anytransfers or contributions, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance in all respects with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect provisions of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due toRetirement Income Security Act of 1974, or liabilities may exist in respect ofas amended, current or former employees, including the Vendors have delivered to the Purchaser accurate regulations and complete copies of published interpretations thereunder (i) all currently applicable plan texts and agreements and any amendments thereto“ERISA”); (ii) all summary plan descriptions no “reportable event” (as defined in ERISA) has occurred with respect to any “employee benefit plan” (as defined in ERISA) for which the Company or any of its subsidiaries or ERISA Affiliates has any liability, whether actual or contingent, excluding any reportable event for which the notice requirements have been waived; and material employee communications; (iii) the most recent annual report and/or annual information return filed in Company, its subsidiaries and each of their ERISA Affiliates have not incurred and do not reasonably expect to incur liability under Title IV of ERISA, including with respect to termination of, or withdrawal from, any “employee benefit plan”. Furthermore, each “employee benefit plan” maintained or contributed to by the Company and each of its subsidiaries that is intended to be qualified under Section 401(a) of the Employee Benefit Plan with any applicable regulatory authority; U.S. Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (ivcollectively the “Code”) is the most recent annual and periodic accounting subject of plan assets; (v) a favorable determination or opinion letter from the most recent actuarial valuation; (vi) Internal Revenue Service to the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy effect that it is so qualified and, to the knowledge of the most recent Company, nothing has occurred, whether by action or by failure to act, since the date of such determination or opinion letter confirming regulation which would cause the loss of the Employee Benefit Plan with each applicable regulatory authoritysuch qualification;. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsFor purposes of this Agreement, returns and similar documents “ERISA Affiliate” means, with respect to the Employee Benefit Plans required to be filed with Company or any Governmental Body of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c) or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation m) of the Employee Benefit Plans), suits Code or proceedings against Section 4001(b)(1) of ERISA of which the Company or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitysuch subsidiary is a member.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description ofExcept as set forth on SCHEDULE 3.24, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees all employees, former employees, directors and independent contractors of the Vendors (“Employee Benefit Plans”) therein described Company and its Subsidiaries and their dependents and beneficiaries, neither the Financial Statements reflect in the aggregate an accrual of all amounts accruedCompany, if anyits Subsidiaries nor any ERISA Affiliate presently maintains, but unpaid contributes to or has any Liability under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating with respect to any Employee Benefit Plan. The plans, programs and arrangements set forth on SCHEDULE 3.24 are herein referred to as the "COMPANY EMPLOYEE BENEFIT PLANS." Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Company Employee Benefit Plan that is required to be funded (and each related trust, insurance Contract or that is a registered pension plan is fully funded on both a “solvency” other funding arrangement) complies in form and “going concern” basis as determined in accordance operation in all material respects with the actuarial methods applicable requirements of ERISA, the Code, other applicable Laws and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plangoverning documents and agreements. With respect to each current Company Employee Benefit Plan, there has been no act or omission by the Company or any of its Subsidiaries or any ERISA Affiliate that would impair the right or ability of the Company or any of its Subsidiaries or ERISA Affiliate to unilaterally amend in whole or part or terminate such Company Employee Benefit Plan at any time, subject to the terms of any insurance Contract or plan under which benefits may be due toother contractual arrangements with third parties, or liabilities may exist in respect of, current or former employees, and the Vendors have Company has delivered to the Purchaser accurate Parent true and complete copies of of: (i) the plan documents, including any related trust agreements, insurance Contracts or other funding arrangements and all currently applicable plan texts and agreements and any amendments thereto, or a written summary of the terms and conditions of the plan if there is no written plan document; (ii) all summary plan descriptions and material employee communicationsthe most recent IRS Form 5500; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authorityfinancial statement and, if applicable, actuarial valuation; (iv) all correspondence with the most recent annual Internal Revenue Service, the Department of Labor and periodic accounting of other Governmental Entities with respect to the past three (3) plan assetsyears other than IRS Form 5500 filings; and (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) summary plan description with a copy summary of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authoritymaterial modifications to such plan. Each Employee Benefit Plan has been administered materially in accordance with its termsTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityREDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate As of Closing Date, ATMI or Holdings shall provide all employees of the ADCS Group and complete list each ADCS Group ERISA Affiliate and description oftheir dependents, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability qualified beneficiaries (contingent or otherwiseas defined in Section 4980B(g)(1) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”Code) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid entitled to receive continuation coverage under all such Employee Benefit Plans COBRA as of the dates thereof. The Vendors do not have any commitment, whether formal Closing Date (the "Qualified Beneficiaries") with coverage under one or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee more ATMI Benefit Plans disclosed on Schedule 5.15(a) is in effect and (the Vendors are in compliance with all laws"Successor Welfare Plans"), rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required byincluding, and are in good standing underwithout limitation, all applicable legislation and health care coverage ("Coverage"), which meets at least the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of following requirements: (i) service with the ADCS Group and each ADCS Group ERISA Affiliate prior to the Closing Date shall be credited against all currently applicable plan texts service and agreements waiting period requirements under the Successor Welfare Plans for those employees of the ADCS Group and any amendments thereto; each ADCS Group ERISA Affiliate (and their eligible dependents) that received coverage from the ADCS Group or an ADCS-Group ERISA Affiliate as of the Closing Date, (ii) all summary plan descriptions the Successor Welfare Plans shall not provide for any pre-existing condition exclusion for those employees of the ADCS Group and material employee communications; each ADCS Group ERISA Affiliate (and their eligible dependents) and A-51 52 Qualified Beneficiaries that were entitled to coverage from the ADCS Group or an ADCS Group ERISA Affiliate as of the Closing Date, and (iii) the most recent annual report and/or annual information return filed deductibles in respect effect under the Successor Welfare Plans for the plan year in which the Closing Date occurs shall be reduced by any amounts applied towards the deductibles under the ADCS Group Benefit Plans for the plan year in which the Closing Date occurs provided such individuals submit evidence to ATMI sufficient to demonstrate the amount so applied against any applicable deductibles in effect under any ADCS Group Benefit Plan, provided ATMI or Holdings shall only be obligated to provide Coverage to such employees, dependents and qualified beneficiaries to the extent ATMI or Holdings sponsors the same type of Group Benefit Plans that the ADCS Group did as of the Employee Benefit Closing Date. (b) ATMI covenants that the service of each employee of the ADCS Group and each ADCS Group ERISA Affiliate prior to the Closing Date shall be credited as service under the ATMI 401(k) Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement for all purposes (including all amendments made thereto); without limitation, eligibility and (viivesting) a copy for those employees of the most recent letter confirming regulation ADCS Group and each ADCS Group ERISA Affiliate that were participants in any 401(k) plan maintained by the ADCS Group or an ADCS Group ERISA Affiliate as of the Employee Benefit Plan with each applicable regulatory authorityClosing Date. Each Employee Benefit Plan has been administered materially (c) The parties recognize that the ADCS Group's forms of compensation of its employees, consultants and directors have differed from ATMI's, including, but not limited to, in accordance with its termsthe payment of cash versus equity-based compensation. All material reports, returns and similar documents with respect ATMI will use reasonable efforts prior to Closing to obtain the ADCS Group's agreement to the Employee Benefit Plans required amount and types of compensation to be filed with any Governmental Body or distributed paid to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation employees of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting ADCS Group commencing as of the Closing. Nothing herein shall confer any rights or claims to benefits under upon any Employee Benefit Plan that could give rise to any material liabilitysuch employees. 5.18.

Employee Benefits. (a) Section 3.11(a) of the Disclosure Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant a complete and correct list of all material Employee Benefit Plans and all material Employee Arrangements, including, but not limited to, all pension, profit sharing, retirement, death benefit, welfare, the severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by plan applicable to the Vendors or PEPL Employees (the "Parent Severance Plan") and the Employee Benefit Plans and Employee Arrangements solely applicable to which the Vendors have any liability PEPL Employees (contingent or otherwise) with respect to Listed Employees of the Vendors (“"PEPL Employee Benefit Plans”) therein described " and the Financial Statements reflect in the aggregate an accrual of all amounts accrued"PEPL Employee Arrangements", if any, but unpaid under all such respectively). No PEPL Employee Benefit Plans as Plan is subject to Title IV of the dates thereofERISA. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, (b) With respect to create any additional such each material Employee Benefit Plan and no promise each material Employee Arrangement referred to above, a complete and correct copy of improvement each of the following documents (if applicable) has been provided or made available to Acquiror: (i) the most recent plan document or agreement and all amendments thereto and (ii) the most recent summary plan description and all related summaries of material modifications. With respect to each material PEPL Employee Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been made relating available to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed Acquiror: (i) the annual report on Schedule 5.15(a) is in effect Form 5500 and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance attached schedules filed with the actuarial methods and assumptions used IRS in the last three years, (ii) the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed determination letter received from the IRS. (c) Except as set forth in respect Section 3.11(c) of the Disclosure Schedule, none of the PEPL Employee Benefit Plan with any applicable regulatory authority; Plans is subject to Section 4063, 4064 or 4202 of ERISA. (ivd) The PEPL Employee Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have been determined by the IRS to qualify under such Sections, as amended by the Tax Reform Act of 1986. (e) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including PEC Pension Plan was fully funded on a Pension Benefit Guaranty Corporation termination basis for all amendments made thereto); and (vii) a copy accrued benefit obligations as of the most recent letter confirming regulation valuation date, and there has been no material adverse change in the funding status of such plan to date. (f) All contributions required to have been made by the PEPL Companies or Sellers under any PEPL Employee Benefit Plan or any Applicable Law to any trusts established thereunder or in connection therewith have been made by the due date therefor (including any valid extensions). (g) Except as set forth in Section 3.11(g) of the Disclosure Schedule, the PEPL Employee Benefit Plans and PEPL Employee Arrangements have been maintained in accordance with each applicable regulatory authoritytheir terms and Applicable Laws, except where any failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Each (h) Except as set forth in Section 3.11(h) of the Disclosure Schedule, no Employee Benefit Plan has been administered materially or Employee Arrangement provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any PEPL Company for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by Applicable Laws, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which is borne by such current or former employee (or his or her beneficiary). (i) Except as set forth in accordance Section 3.11(i) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with its termsanother event, (i) entitle any PEPL Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee. All material reports(j) Except as set forth in Section 3.11(j) of the Disclosure Schedule, returns and similar documents with respect there are no claims pending, or to the Employee Benefit Plans required to be filed with any Governmental Body Knowledge of Sellers, threatened in writing (i) by or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation on behalf of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting Employee Arrangement which could affect the PEPL Employees, (ii) by any rights or claims to benefits PEPL Employee covered under any such plan or arrangement, or (iii) otherwise involving any PEPL Employee Benefit Plan that could give rise to any material liability.or PEPL Employee Arrangement (in each case, other than routine claims for benefits). 3.12

Employee Benefits. The Buyer will offer to the employees of Bit 3 (a) Schedule 5.15(a) contains an accurate other than the Sellers), effective as of the first calendar day of the month immediately following Closing, employment in capacities and complete list at base rates of pay identical to those in effect as of the Closing Date. The Buyer will provide to such employees (the "Bit 3 Employees"), the same benefit plans, policies and description ofpractices, and sets forth whether or not subject to ERISA, provided by the annual amount payable Buyer to similarly situated employees of the Buyer, at the same cost borne by such employees of the Buyer, except that the Bit 3 Employees will not become eligible for the Buyer's medical flexible spending account pursuant toto Code Section 125 until January 1, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee 1997. The Buyer shall cause each benefit plan, programpolicy and practice in which Bit 3 Employees are eligible to participate to be amended to take into account all service with Bit 3 before the Closing Date for all purposes other than (i) accrual of benefits under any defined benefit pension plan intended to be qualified under Code Section 401(a), policy or arrangement (ii) the Buyer's Employee Stock Purchase Plan. During the 1996 plan year, neither Buyer nor Bit 3 shall terminate any Bit 3 plan providing for a medical flexible spending account pursuant to Code Section 125 or amend the provisions of the plan dealing with such accounts in a manner that adversely affects any participant. No group health plan maintained by the Vendors Buyer or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees Affiliate of the Vendors (“Buyer shall impose on any Bit 3 Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have Closing Date (or any commitment, whether formal spouse or informal, dependent of any such employee) any preexisting condition limitation or restriction other than (x) such a limitation or restriction which is generally applicable under the plan and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used which applies in the most recent actuarial report prepared case of an employee (or any spouse or dependent of any such employee) who fails to enroll in respect the plan when he or she first becomes eligible, or (y) to the extent that such preexisting limitation or restriction is not covered under Bit 3's group health plan as of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityClosing Date.

Employee Benefits. (a) 4.6.1 A description of all Plans is set forth on Schedule 5.15(a) contains an accurate 4.6, and complete list and description ofcorrect copies of all written Plans and related trusts and amendments thereto, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees summary plan descriptions and summaries of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedmaterial modifications thereof, if any, but unpaid under and summaries of all such Employee Benefit oral Plans as have been delivered to Buyer. None of the dates thereofPlans is a Multiemployer Plan or Pension Plan, nor has Seller or any ERISA Affiliate of Seller ever been a sponsor of, or been obligated to make contributions to, any such Multiemployer Plan or Pension Plan. The Vendors do All of the Plans and any related trusts currently satisfy, and for all prior periods have satisfied, in form and operation, all requirements for any Tax-favored treatment intended for such Plan or trust or applicable to Plans or trusts of its type, including, as applicable, Sections 105, 106, 125, 401(a), 401(k) and 501 of the Internal Revenue Code and no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect thereto. All of the Plans have been operated in compliance in all material respects with their respective terms and all laws, and all contributions to any Plan required by law or Contract have been timely made. None of the Plans provide or are required to provide life insurance, medical or other welfare benefits to persons who are not current employees of Seller or their dependents, except as required by Part 6 of Title I of ERISA or any similar state law. Seller has retained the right to unilaterally amend or terminate each Plan to the fullest extent permitted by law. Seller has never had any ERISA Affiliate. There are no pending or threatened claims by or on behalf of any of the Plans or by any employee, beneficiary or alternate payee with an interest under any Plan (other than routine claims for benefits). In connection with the operation of the Business, Seller does not have any commitmentLiability with respect to any Employee Benefit Plan, whether formal other than for contributions, payments or informalbenefits due in the ordinary course under the Plans, none of which are overdue. No event has occurred and whether legally binding no condition exists that would subject Buyer or notthe Purchased Assets, either directly or by reason of Seller’s affiliation with any affiliate, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating Tax, fine, Lien (other than a Permitted Lien), penalty or other Liability imposed by ERISA, the Internal Revenue Code or other applicable laws with respect to any Employee Benefit Plan. Each Seller does not maintain any Plan under which it would be obligated to pay benefits, or under which any benefit would become accelerated or vested, because of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable theretoconsummation of the transactions contemplated by this Agreement. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit No Plan that or related obligation is required to be funded transferred or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect assigned to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations Buyer by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits law or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityotherwise.

Employee Benefits. (a) Schedule 5.15(a3.16 lists each material "employee benefit plan," as defined in Section 3(3) contains an accurate and complete list and description ofof the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, each other material bonus or other incentive compensation, stock purchase arrangements salary continuation during any absence from active employment for disability or policiesother reasons, life insurancesupplemental retirement, health insurancecafeteria benefit (Section 125 of the Code) or dependent care (Section 129 of the Code), workers severance, deferred compensation, scholarship incentive, fringe benefit, change in control, retention, stock option or other employee benefit restricted stock plan, programpolicy, policy agreement or arrangement maintained that (i) is currently maintained, administered, contributed to or required to be contributed to by the Vendors Company or any of its Subsidiaries or to which the Vendors have Company or any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informalSubsidiary is a party, and whether legally binding or not, to create (ii) covers any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesofficer, director or employee of the Company or any of its Subsidiaries (collectively, the Vendors have "Employee Plans"). The Company has delivered to the Purchaser (i) accurate and complete copies of all Employee Plan documents and all other material documents relating thereto, including (iif applicable) all currently applicable documents establishing or constituting any related trust, insurance contract or other funding instruments, and summary plan texts and agreements and any amendments thereto; descriptions relating to said Employee Plans, (ii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all summary plan descriptions Employee Plans for which financial statements or actuarial reports are required or have been prepared, and material employee communications; (iii) accurate and complete copies of the most recent annual report and/or reports for the last three (3) years for each Employee Plan (for which annual information return filed reports are required). The Company has also delivered to Purchaser complete copies of employee booklets and personnel manuals that are in respect possession of the Employee Benefit Plan with Company or any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy Subsidiary as of the most recent letter confirming regulation of date hereof. Neither the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan Company nor any Subsidiary has been administered materially in accordance with its terms. All material reports, returns and similar documents any liability with respect to the Employee Benefit Plans required any "defined benefit plans" as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to be filed with any Governmental Body or distributed contribute to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims multiemployer plan (except claims for benefits payable as defined in the normal operation Section 3(37) of the Employee Benefit PlansERISA), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. (a) Schedule 5.15(aSense8 (which for purposes of this Section 3.11 shall include any ERISA Affiliate (as hereinafter defined)) contains an accurate and complete list and description ofhas not at any time within the past three years, and sets forth the annual amount payable pursuant tomaintained, all administered or contributed to any pension, profit profit-sharing, retirementthrift or 401(k), disability, medical, dental, health, life (including any individual life insurance policy), death benefit, welfaregroup insurance or any other welfare plan, bonus, incentive, deferred A-9 15 compensation, stock purchase, stock option, severance pay, vacation pay, company awardsplan, salary continuation for disabilitycontinuation, vacation, holiday, sick leave, deferred compensationfringe benefit, bonus personnel policy, or other incentive compensationsimilar plan, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plantrust, program, policy policy, commitment or arrangement maintained whether or not covered by Employee Retirement and Income Security Act of 1974, as amended ("ERISA") and whether or not funded or insured and whether written or oral (hereinafter referred to as the Vendors "Sense8 Plans"), which could result in EAI or to which the Vendors have Sense8 having any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentmaterial liabilities, whether formal direct or informal, and whether legally binding or not, indirect. (b) Sense8 has made available to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate EAI correct and complete copies of (i) all currently applicable plan texts each Sense8 Plan document, amendments thereto and agreements board resolutions adopting such plans and any amendments thereto; amendments, (ii) all each current summary plan descriptions and material employee communications; description, (iii) the most recent annual report and/or annual information return filed in respect any and all agreements, insurance policies and other documents related to any Sense8 Plan, including written descriptions of the Employee Benefit Plan with any applicable regulatory authority; unwritten Sense8 Plans, (iv) the most recent annual determination letter from the Internal Revenue Service (the "IRS") for each Sense8 Plan (as applicable), and periodic accounting of plan assets; (v) the three most recent actuarial valuation; Annual Reports -- Form 5500 (including accompanying schedules) and summary annual reports for each Sense8 Plan, as applicable. (c) (i) Each Sense8 Plan (and any related agreements and documents) and Sense8 have at all times complied in all material respects with the applicable requirements of ERISA, the Code and any other applicable law (including valid regulations and valid rulings thereunder), and the Sense8 Plans have at all times been properly administered in all material respects in accordance with all such laws and with the terms of each applicable plan document, (ii) each of the Sense8 Plans intended to be "qualified" within the meaning of Code Section 401(a) has received a favorable IRS determination and no facts exist that could reasonably be expected to affect adversely such determination, (iii) no Sense8 Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), for current or former employees following their retirement or other termination of service, other than coverage mandated by applicable statutes or death benefits or retirement benefits under any "employee pension plan" (as such term is defined in ERISA Section 3(2)), (iv) there has not occurred nor, to the knowledge of Sense8, is any person contractually bound to enter into any material non-exempt "prohibited transaction" within the meaning of Code Section 4975 or ERISA Section 406, (v) Sense8 has not engaged in a transaction which could subject it to either a material civil penalty under ERISA Section 409 or a material tax under Code Section 4976, (vi) Sense8 has made or caused to be made on a timely basis any and all contributions, premiums and other amounts due and owing under the terms of any Sense8 Plan or as otherwise required by applicable law, (vii) Sense8 has in all material respects complied with Code Section 4980B and other applicable laws concerning the continuation of employer-provided health benefits following a termination of employment or any other event that would otherwise terminate such coverage, (viii) Sense8 has not at any time maintained, administered or contributed to any plan subject to ERISA Title IV, and (ix) Sense8 has not at any time participated in, made contributions to or had any other liability with respect to a "multiemployer plan" under ERISA Section 4001, a "multiple employer plan" under Code Section 413(c), or a "multiple employer welfare arrangement" under ERISA Section 3(40). (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or employee of Sense8, (ii) increase any benefits otherwise payable under any Sense8 Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefits other than the acceleration of vesting of the Sense8 Options, or (iv) impair the rights of Sense8 under any Sense8 Plan. (e) There are no actions, claims, investigations or audits pending or, to Sense8's knowledge, threatened or anticipated by, on behalf of, against or with respect to Sense8, any Sense8 Plan or any trust agreement related thereto (other than claims for benefits in the ordinary course) that will create any liability or obligation for the Surviving Corporation with respect to any Sense8 Plan participant, beneficiary, alternate payee or other funding agreement claimant, or with respect to any Governmental Authority, including, but not limited to, the IRS, the Department of Labor and the Pension Benefit Guaranty Corporation. (including all amendments made thereto)f) For purposes of this Agreement, "ERISA Affiliate" means Sense8 and (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which Sense8 is a member, (ii) any trade or business (whether or not incorporated) which is a member of a group of A-10 16 trades or businesses under common control within the meaning of Section 414(c) of the Code of which Sense8 is a member; and (viiiii) a copy any member of an affiliated service group within the meaning of Section 414(m) or (o) of the most recent letter confirming regulation Code of the Employee Benefit Plan with each applicable regulatory authoritywhich Sense8, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability3.12.

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of Reitco, Opco or any of their respective Subsidiaries (the "Reitco Benefit Plans"), except for such matters as, individually or in the aggregate, could not be reasonably expected to have a Reitco Material Adverse Effect, and except as set forth in Section 5.14 of the Reitco Disclosure Schedule (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each Reitco Benefit Plan and no promise any related trust intended to be qualified under Sections 401(a) and 501(a) of improvement the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such Reitco Benefit Plan or related trust, (b) each Reitco Benefit Plan has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is operated in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods terms and assumptions used in the most recent actuarial report prepared in respect requirements of the Employee applicable law and all required returns and filings for each Reitco Benefit Plan. With respect to each current Employee Plan have been timely made, (c) none of Reitco, Opco or any of their respective Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of ERISA, connection with any Reitco Benefit Plan or other retirement plan under which benefits may be due toor arrangement, and no fact or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Reitco Benefit Plan have been made in full and in proper form, (e) none of Reitco, Opco or their respective commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Reitco Benefit Plan currently or previously maintained by Reitco, Opco or any of their respective Subsidiaries provides any post-retirement health or life insurance benefits, and none of Reitco, Opco or any of their respective Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Reitco Benefit Plan.

Employee Benefits. (a) Schedule 5.15(aSection 3.9(a) contains an accurate of the Company Disclosure Letter sets forth a correct and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee each material Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a(b) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesPlan, the Vendors have delivered Company has made available to Parent, to the Purchaser accurate extent applicable, correct and complete copies of (i) all currently applicable plan texts and agreements and the Benefit Plan document, including any amendments thereto; , and all related trust documents, insurance Contracts or other funding vehicle documents, (ii) all summary a written description of such Benefit Plan if such plan descriptions and material employee communications; is not set forth in a written document, (iii) the most recent annual recently prepared actuarial report and/or annual information return filed and (iv) all material correspondence to or from any Governmental Entity received in the last three years with respect to any Benefit Plan. (c) (i) Each Benefit Plan (including any related trusts) has been established, operated and administered in material compliance with its terms and applicable Laws, including ERISA and the Code, (ii) all contributions or other amounts payable by the Company or any of its Subsidiaries with respect to each Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and (iii) there are no pending or, to the Employee Knowledge of the Company, claims (other than routine claims for benefits) or Proceedings threatened by a Governmental Entity by, on behalf of or against any Benefit Plan with or any applicable regulatory authority; trust related thereto. (ivd) With respect to each ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the most recent annual and periodic accounting summary plan description together with any summaries of plan assets; all material modifications thereto, (vii) the most recent actuarial valuation; IRS determination or opinion letter and (viiii) the trust agreement two most recent annual reports (Form 5500 or other funding agreement (including 990 series and all amendments made schedules and financial statements attached thereto); and . (viie) a copy Each ERISA Plan that is intended to be qualified under Section 401(a) of the most recent letter confirming regulation Code has been determined by the IRS to be qualified under Section 401(a) of the Employee Code and, to the Knowledge of the Company, nothing has occurred that would adversely affect the qualification or tax exemption of any such Benefit Plan with each applicable regulatory authorityPlan. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with With respect to any ERISA Plan, neither the Employee Benefit Plans required to be filed Company nor any of its Subsidiaries has engaged in a transaction in connection with which the Company or any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.its

Employee Benefits. (a) Schedule 5.15(aSection 4.10(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedDisclosure Letter sets forth, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentdate hereof, whether formal or informal, a complete and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise accurate list of improvement has been made relating to any Employee each material Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a(b) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(aSection 4.10(b) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Disclosure Letter sets forth, as of the date hereof, a complete and accurate list of each material Benefit PlanAgreement. (c) With respect to each current Employee material Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesand each material Benefit Agreement, the Vendors have delivered Company has provided or made available to the Purchaser complete and accurate and complete copies of (as applicable) (i) all currently applicable plan texts documents, summary plan descriptions, summaries of material modifications and agreements and any all amendments thereto; related to such plan or agreement, (ii) all summary plan descriptions and material employee communications; each trust, insurance, annuity or other funding Contract related thereto, (iii) the most recent Form 5500 annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; required to be filed, (iv) the most recent annual audited financial statement and/or actuarial valuation and periodic accounting of plan assets; (v) all material filings and correspondence with any Governmental Entity since the most recent actuarial valuation; Lookback Date with respect thereto. (vid) the Each Benefit Plan and each Benefit Agreement (and any related trust agreement or other funding agreement (including all amendments made thereto); and (viivehicle) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsterms and is, returns and similar documents with respect to each Benefit Plan and Benefit Agreement, the Employee Benefit Plans required Company and its subsidiaries are in compliance with ERISA, the Internal Revenue Code (the “Code”) and all other applicable Laws, other than instances of non-compliance that, individually or in the aggregate, would not reasonably be expected to be filed with any Governmental Body material to the Company or distributed to any Employee its subsidiaries, taken as a whole. Each Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation intended to qualify under Section 401(a) of the Employee Benefit Plans)Code is qualified and has received a determination letter, suits or proceedings against is the subject of a favorable opinion letter, from the Internal Revenue Service upon which it may rely regarding its qualified status and nothing has occurred that caused or involving could cause the loss of such qualification or the imposition of any Employee penalty or Tax liability. Each Benefit Plan or asserting Benefit Agreement that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) or 457A of the Code) has been, in all material respects, in documentary and operational compliance with Sections 409A and 457A of the Code, as applicable, and all applicable Internal Revenue Service guidance promulgated thereunder. (e) None of the Company, any rights of its subsidiaries or claims any Company ERISA Affiliate maintains or contributes or has within the past six years maintained or contributed to benefits under any Employee Benefit Plan plan that is (i) a “defined benefit plan” (as defined in Section 414(j) of the Code or similar provision of foreign Law), (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or (iii) a multiple employer plan (within the meaning of Section 4063 of ERISA or Section 413(c) of the Code). There does not now exist, nor do any circumstances exist that could give rise to result in, any material liabilityControlled Group Liability that could become a liability of the Company, any of its subsidiaries or any Company ERISA Affiliate following the Closing.

Employee Benefits. (a) Except as set forth in Section 4.16 of the Disclosure Schedule 5.15(a) contains an accurate or as may be otherwise required under the applicable law of any country or jurisdiction outside the United States, the Company and complete list and description ofits Subsidiaries do not maintain, and sets forth the annual amount payable pursuant to, all pension, profit contribute to or have any liability with respect to any profit-sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus severance, change-in-control, bonus, equity option, equity ownership, equity purchase, phantom stock, pension, multiemployer, employment, consulting, retirement, welfare, cafeteria or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy program or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”). The Company is not a member of a controlled group of companies or a group of trades or businesses under common control as described in Section 4.14(b) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued4.14(c), if anyrespectively, but unpaid under all such Employee Benefit Plans as of the dates thereofCode, or Section 4001 of ERISA. The Vendors do not have any commitmentExcept as set forth in Section 4.16 of the Disclosure Schedule, whether formal or informal, and whether legally binding or not, to create any additional such (a) each Employee Benefit Plan and any trust maintained in connection therewith, intending to qualify under Sections 401 and 501 of the Code so qualifies in form and, to the Knowledge of the Company, no promise event has occurred which could cause such plan or trust to fail to qualify under Sections 401 and 501 of improvement the Code, (b) there are no actions, suits or claims (other than routine claims for benefits in the ordinary course) pending or, to the Knowledge of the Company, threatened with respect to any such plans, and (c) each Employee Benefit Plan (and each related trust, insurance contract or fund) has been made relating maintained, funded and administered in accordance with its terms and complies in form and operation in all material respects with the applicable requirements of all Applicable Law, including, without limitation (and where applicable), ERISA and the Code. All contributions, premiums or other payments that are due have been paid on a timely basis with respect to each Employee Benefit Plan. Except as taken into account in determining Closing Working Capital, no unfunded liability exists with respect to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aNeither the Company nor any Subsidiary maintains, sponsors, or contributes to or has any liability with respect to, (i) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each any Employee Benefit Plan that is required subject to be funded Title IV of ERISA or that is a registered any other defined benefit pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; any “multiemployer plan” (iiias such term is defined under Section 3(37) of ERISA). Neither the most recent annual report and/or annual information return filed in respect Company nor any Subsidiary has any current or potential obligation to provide post-employment health, life or other welfare benefits other than as required under Section 4980B of the Employee Benefit Plan with Code or any similar applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy law. The consummation of the most recent letter confirming regulation transactions contemplated by this Agreement will not accelerate the time of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportspayment or vesting of, returns and similar documents with respect to or increase the Employee Benefit Plans required to be filed with any Governmental Body amount of, or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable result in the normal operation forfeiture of the Employee Benefit Plans), suits compensation or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(aSection 3.11(a) of the Company Disclosure Letter contains an accurate a true and complete list and description oflist, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereofdate hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other Company Benefit Plans sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other ERISA Affiliate for the benefit of any employee or former employee of the Company or any Company Subsidiary or any other ERISA Affiliate. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Each Company Benefit Plan and no promise of improvement Company Benefit Agreement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is administered in effect and the Vendors are all material respects in compliance with all lawsits terms and applicable Law and otherwise complies with applicable Law. The Company has made available to Parent true, rules complete and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete correct copies of (i) all currently applicable each Company Benefit Plan or other plan texts and agreements and set forth in Section 3.11(a) of the Company Disclosure Letter (or, in the case of any amendments thereto; such Company Benefit Plan that is unwritten, a description thereof), (ii) all summary the three most recent annual reports on Form 5500 filed with the Internal Revenue Service with respect to each such plan descriptions and material employee communications; (if any such report was required), (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authoritysummary plan description for each such plan for which such summary plan description is required; (iv) the most recent annual and periodic accounting IRS determination or opinion letter issued with respect to each Company Benefit Plan intended to be qualified under Section 401(a) of plan assetsthe Code; (v) the most recent actuarial valuation; each trust agreement and group annuity contract relating to any such plan and (vi) all filings during the trust agreement past three (3) years under the IRS’s Employee Plans Compliance Resolution System Program or any of its predecessors, the U.S. Department of Labor Delinquent Filer Voluntary Program or other funding agreement (including all amendments made thereto); and (viigovernment correction program relating to any Company Plan. Section 3.11(a) a copy of the most recent letter confirming regulation Company Disclosure Letter contains a true and complete list of (x) all Company Employee Stock Options and Company Restricted Stock outstanding under the Company Stock Plans as of the Measurement Date, (y) all holders of outstanding Company Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsStock Options and Company Restricted Stock, returns and similar documents indicating with respect to each Company Employee Stock Option or Company Restricted Stock award the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Employee Benefit Plans required to be filed with any Governmental Body Stock Option or distributed to any Company Restricted Stock award, the exercise price, the date of grant, and the number of vested and unvested Company Employee Benefit Plan participant has been duly Stock Options and timely filed or distributed. There are no pending investigations by any Governmental Bodyshares of Company Restricted Stock, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityas applicable.

Employee Benefits. (aSection 4(w) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Disclosure Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and lists each Employee Benefit Plan that any of the Company and its Subsidiaries maintains or to which any of the Company and its Subsidiaries contributes. Except as set forth on Section 4(w) of the Disclosure Schedule, each such Employee Benefit Plan (other than any Multiemployer Plan) complies in all material respects with the applicable requirements of ERISA, the Code and other applicable laws. The Seller has made available for review by the Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan (other than any Multiemployer Plan). With respect to each such Employee Benefit Plan which is required an Employee Pension Benefit Plan, (i) all contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to be funded each such Employee Benefit Plan by the Company and its subsidiaries or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined accrued in accordance with the past custom and practice of the Company and its Subsidiaries; (ii) each such Employee Benefit Plan has received, a favorable determination letter from the Internal Revenue Service; and (iii) except as set forth on Section 4(w) of the Disclosure Schedule, the fair market value of assets at December 30, 1996 under each such Employee Benefit Plan (other than any Multiemployer Plan) equals or exceeds the present value of all vested and non-vested "BENEFIT LIABILITIES", (as defined in ERISA Section 4001(a)(16) thereunder based on the actuarial methods and assumptions used for funding purposes as set forth in the most recent actuarial report prepared in respect as of the Employee Benefit Planmost recent actuarial valuation date. With respect to each current Employee Benefit Plan that any of the Company, its Subsidiaries and the Controlled Group of Corporations which includes the Company and its Subsidiaries maintains or plan under ever has maintained or to which benefits may be due toany of them contributes, ever has contributed, or liabilities may exist in respect ofever has been required to contribute, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (iA) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement premiums or other funding agreement (including payments due from the Company or any of its Subsidiaries for all amendments made thereto); and (vii) a copy of periods ending on or before the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has date hereof have been administered materially in accordance with its terms. All material reports, returns and similar documents paid with respect to each such Plan, (B) no such Plan which is an Employee Pension Benefit Plan (other than any Multiemployer Plan) has been completely or partially terminated or been the Employee Benefit Plans subject of a Reportable Event as to which notices would be required to be filed with the PBGC, and no proceeding by the PBGC to terminate any Governmental Body such Employee Pension Benefit Plan (other than any Multiemployer Plan) has been instituted or, to the knowledge of the Seller and the directors and officers (and employees with responsibility for employee benefits matters) of the Company and its Subsidiaries, threatened; and (C) there have been no Prohibited Transactions with respect to any such Employee Benefit Plan, no Fiduciary has any liability for breach of fiduciary duty or distributed any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan, no action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the knowledge of the Seller and the directors and officers (and employees with responsibility for employee benefits matters) of the Company and its Subsidiaries, threatened, and none of the Seller and the directors and officers (and employees with responsibility for employee benefits matters) of the Company and its Subsidiaries has any knowledge of any basis for any such action, suit, proceeding, hearing or investigation. None of the Company, its Subsidiaries, and the other members of the Controlled Group of Corporations that includes the Company and its Subsidiaries contributes to, ever has contributed to, or ever has been required to contribute to any Multiemployer Plan or has any liability (including withdrawal liability) under any Multiemployer Plan. Except as set forth on Section 4(w) of the Disclosure Schedule, none of the Company and its Subsidiaries maintains or ever has maintained or contributes, ever has contributed, or ever has been required to contribute to any Employee Welfare Benefit Plan participant has been duly and timely filed providing medical, health or distributed. There are no pending investigations by any Governmental Body, termination proceedings life insurance or other claims welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents (except claims for benefits payable other than in the normal operation of the Employee Benefit Plansaccordance with Code Section 4980B), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.

Employee Benefits. Section 3.18 of the Disclosure Schedule lists each material Pension Plan, Multiemployer Plan, Welfare Plan and Other Benefit Plan maintained or administered as of the date hereof by any Purchased Company or Asset Seller, or to which any Purchased Company or Asset Seller contributes, or in which any employee of any Purchased Company or Asset Seller participates in connection with his or her employment with such Purchased Company or Asset Seller (each, a “Benefit Plan”). Each Benefit Plan of Purchased Companies and Asset Sellers complies in form and operation, in all material respects, with all Laws. Each material Benefit Plan intended to qualify under Section 401(a) of the Code (a) Schedule 5.15(ais the subject of an unrevoked favorable determination letter from the IRS, (b) contains an accurate and complete list and description ofhas a request for such a letter pending with the IRS or has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and sets forth make any amendments necessary to obtain, such a letter from the annual amount payable pursuant toIRS, all pensionor (c) is a prototype or volume submitter plan entitled, profit sharingunder applicable IRS guidance, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus to rely on the favorable opinion or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained advisory letter issued by the Vendors IRS to the sponsor of such prototype or to which volume submitter plan. No Benefit Plan is currently under audit or examination by the Vendors have IRS or the U.S. Department of Labor. No Purchased Company or Asset Seller has incurred any liability (contingent or otherwise) with respect to Listed Employees the PBGC as a result of the Vendors voluntary or involuntary termination of any Pension Plan that is subject to Title IV of ERISA, which liability has not been satisfied in full. There is currently no active filing by any Purchased Company or Asset Seller with the PBGC, and no Proceeding has been commenced by the PBGC to terminate any Pension Plan that is subject to Title IV of ERISA and that has been maintained or funded, in whole or in part, by any Purchased Company or Asset Seller. No Purchased Company or Asset Seller has ever contributed to a Multiemployer Plan that is subject to ERISA. All nonqualified deferred compensation plans (“Employee Benefit Plans”as defined in Section 409A(d)(1) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise Code) of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors Purchased Companies are in compliance with Section 409A of the Code in all laws, rules material respects (to the extent subject to such Code section) and regulations applicable thereto. All Employee neither the Benefit Plans disclosed on Schedule 5.15(anor this transaction will cause a participant in such Benefit Plans to be subject to the Tax imposed by Section 409A(a)(1)(B) of the Code. There are no Benefit Plans which promise or provide health, life insurance or other welfare benefits (within the meaning of Section 3(1) of ERISA) to retirees or former employees of any Purchased Company or Asset Seller, or which provide severance benefits to present or former employees of any Purchased Company or Asset Seller, except (i) as otherwise required by applicable Law, including, without limitation, Section 4980B of the Code or comparable state Law, (ii) benefits through the end of the month of termination of employment, (iii) death benefits attributable to deaths occurring at or prior to termination of employment, (iv) disability benefits attributable to disabilities occurring at or prior to termination of employment, and (v) conversion rights. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, termination, change in control payments, golden parachute, forgiveness of indebtedness or otherwise) becoming due to current or former employees of any Purchased Company or Asset Seller (including any key employee) from any Purchased Company or Asset Seller under any employment agreements or Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any employment agreement or Benefit Plan or otherwise; or (iii) result in any acceleration of the time of payment or vesting of any such benefits. In addition, except as would not have a Material Adverse Effect, (i) each Benefit Plan mandated by a foreign (i.e., non-United States) Governmental Authority or subject to the Laws of jurisdiction outside of the United States (each, a “Foreign Benefit Plan”) that is intended to qualify for special Tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Authorities; (ii) no Foreign Benefit Plan has any unfunded liabilities that have not been duly properly reflected in the Financial Statements (including any related notes) or that will not be fully offset by insurance of the Purchased Companies or included in the Purchased Assets; and (iii) all of the Foreign Benefit Plans are registered where required by, and are in good standing under, all applicable legislation Laws. The representations and warranties contained in this Section 3.18 constitute the Vendors have fulfilled its funding obligations under all such plans sole and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” exclusive representations and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect warranties of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents Sellers with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for employee benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitymatters.

Employee Benefits. (a) Section 2.19 of the Disclosure Schedule 5.15(a) contains an accurate and complete list and description oflists each Employee Benefit Plan that the Company maintains, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have Company contributes or has any liability (contingent obligation to contribute, or otherwise) with respect to Listed Employees of which the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all Company has any Liability or potential Liability. Each such Employee Benefit Plans as Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise complies in form and in operation in all respects with the applicable requirements of improvement has ERISA and other applicable laws. All required reports and descriptions (including annual reports (IRS Form 5500), summary annual reports, and summary plan descriptions) have been made relating timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Internal Revenue Code with respect to any each such Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aPlan which is intended to meet the requirements of a “qualified plan” under Section 401(a) is in effect and of the Vendors are in compliance with all lawsInternal Revenue Code, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and has received a determination from the Vendors have fulfilled its funding obligations under all Internal Revenue Service that such plans and each Employee Benefit Plan is so qualified, and nothing has occurred since the date of such determination that is required could adversely affect the qualified status of any such Employee Benefit Plan. The Company has delivered to be funded or that is a registered pension Tarantella correct and complete copies of the plan is fully funded on both a “solvency” documents and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in summary plan descriptions, the most recent actuarial determination letter received from the Internal Revenue Service, the most recent annual report prepared in respect of the (IRS Form 5500, with all applicable attachments), and all related trust agreements, insurance contracts, and other funding arrangements which implement each such Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise the Company maintains, to which it contributes or has any material liability.obligation to contribute, or with respect to which the Company has any Liability or potential Liability:

Employee Benefits. (a) The Disclosure Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, lists all pension, retirement, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensationbonus, stock purchase arrangements or policiescommission, incentive, life insurance, health and disability insurance, workers compensationhospitalization, scholarship or and all other employee benefit planplans or arrangements (including, programwithout limitation, policy any contracts or arrangement maintained by the Vendors agreements with trustees, insurance companies or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made others relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aemployee benefit plans or arrangements) is established, maintained, or contributed to by E/One that are currently in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) or that have been duly registered where required byterminated within the past twelve months, and are in good standing under, complete and accurate copies of all applicable legislation those plans or arrangements have been provided to PCC. The employee pension and employee welfare benefit plans (within the Vendors have fulfilled its funding obligations under all such plans meaning of Sections 3(1) and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect 3(2) of the Employee Benefit PlanRetirement Income Security Act of 1974, as amended (ERISA)) established and maintained by E/One that are subject to ERISA are listed separately as ERISA Plans on the Disclosure Schedule (the ERISA Plans). The ERISA Plans comply in all material respects with the applicable requirements of ERISA and any other applicable laws and regulations. With respect to ERISA Plans intended to qualify under Section 401(a) of the Code, E/One has received from the Internal Revenue Service (IRS) a favorable determination for each current Employee Benefit of the ERISA Plans that each of the ERISA Plans is qualified. There has been no event subsequent to that determination of which E/One has received notice from IRS or has otherwise become aware that has adversely affected the tax qualified status of the ERISA Plans or the exemption of the related trusts. As to any such ERISA Plan or plan under which benefits may be due tothat has been terminated, or liabilities may exist in respect of, current or former employees, the Vendors have delivered any legally-required notices to employees and to the Purchaser accurate Pension Benefit Guaranty Corporation (if applicable) have been provided as required, all other legally-required actions have been taken to accomplish the termination, and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent favorable IRS determination letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents requested with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed such termination. In response to any Employee Benefit Plan participant such request for a determination letter on plan termination, a favorable letter has been duly received from the IRS or, if the requested favorable letter has not yet been received, there has been no event or absence of a necessary action that would prevent the issuance of a favorable determination letter on the termination in due course. No accumulated funding deficiency as defined in Section 302(a)(2) of ERISA or Section 412(a) of the Code exists, with respect to any of the ERISA Plans. Neither E/One nor a controlled group of corporations of which E/One is a member have any actual or potential withdrawal liability, as defined in Section 4201 and timely filed related provisions of ERISA. To the knowledge of E/One, none of the ERISA Plans, its related trusts or distributedany trustee, investment manager or administrator thereof has engaged in a nonexempt prohibited transaction, as such term is defined in Section 406 of ERISA and Section 4975 of the Code. There are not and have not been any excess deferrals or excess contributions as defined in Code Sections 401(k)(8)(B) and 402(g)(2)(a) under any ERISA Plan that have not been corrected. Each ERISA Plan is, and to the knowledge of E/One has been, operated and administered in all material respects in conformance with the requirements of all applicable laws and regulations, whether or not the ERISA Plan documents have been amended to reflect such requirements. Except as set forth in the Disclosure Schedule, E/One has no pending investigations by obligation of any Governmental Bodykind (whether under the terms of the ERISA Plans or under any understanding with employees) to make payments under, termination proceedings or to pay contributions to, any plan, agreement, or other claims (except claims arrangement for deferred compensation of employees, whether or not tax qualified, including, without limitation, a single employer tax qualified plan, a tax qualified plan of a controlled group of corporations, a multi-employer pension plan, a nonqualified deferred compensation plan or an individual employment or compensation agreement, or any commitment to provide medical benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityretirees.

Employee Benefits. Schedule 3.10 lists all Benefit Plans (aas defined below) Schedule 5.15(aof Seller that are currently in effect. For purposes of this Agreement, “Benefit Plans” means all “employee benefit plans,” as defined in Section 3(3) contains an accurate of ERISA (as defined below) and complete list collective bargaining, equity, employment and description ofseverance agreements and other similar arrangements maintained, and sets forth the annual amount payable pursuant contributed to, all or required to be contributed to, by Seller or any ERISA Affiliate or under which Seller or any ERISA Affiliate has any liability, including (i) any profit-sharing, deferred-compensation, bonus, stock-option, stock-purchase, pension, profit sharingretainer, consulting, retirement, death benefitseverance, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus welfare or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, programagreement or arrangement, policy and (ii) any employment agreement or arrangement maintained by executive compensation agreement. Seller has performed, in all material respects, all of its obligations under all Benefit Plans, including all obligations under the Vendors provisions of ERISA, the Code and other Laws applicable to the Benefit Plans. Neither Seller nor any ERISA Affiliate has ever contributed to, or been required to which contribute to any “multiemployer plan” (within the Vendors have meaning of Section 3(37) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and neither Seller nor any ERISA Affiliate has any liability (contingent or otherwise) relating to the withdrawal or partial withdrawal from a multiemployer plan. None of the Benefit Plans is or at any has been subject to Title IV of ERISA or Code Section 412. The Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code (each, a “Pension Plan”) have received determination letters from the Internal Revenue Service to the effect that such plans are qualified and exempt from federal income taxes under Sections 401(a) and 501(a) of the Code, respectively, and nothing has occurred that would reasonably be expected to adversely affect the qualification of such Benefit Plan. No “prohibited transaction” (within the meaning of Section 4975 of the Code or Sections 406 and 408 of ERISA) has occurred with respect to Listed Employees any of such Benefit Plans. No Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than coverage mandated by law. No payment which is or may be made by, from or with respect to any Benefit Plan, to any employee, officer or independent contractor or consultant of the Vendors (Seller, either alone or in conjunction with any other payment, event or occurrence, will or could reasonably be characterized as an “Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid excess parachute payment” under all such Employee Benefit Plans as Section 280G of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit PlanCode. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both constitutes a “solvencynon-qualified deferred compensation plan” within the meaning of Section 409A of the Code, complies in both form and “going concern” basis as determined in accordance operation with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect requirements of Section 409A of the Employee Benefit Plan. With respect Code so that no amounts paid pursuant to each current Employee any such Benefit Plan or plan is subject to tax under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect Section 409A of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityCode.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, “Benefit Plans” means all pension, profit sharingemployee benefit, retirement, death benefitemployment, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leaveconsulting, deferred compensation, bonus incentive, bonus, equity or other incentive equity-based compensation, stock purchase arrangements or change in control, retention, severance, paid time off, welfare, fringe benefit and other similar agreements, plans, policies, life insurance, health insurance, workers compensation, scholarship programs or other employee benefit plan, program, policy arrangements which are maintained or arrangement maintained contributed to by the Vendors Company or with respect to which the Vendors Company has or may have any liability (contingent liability, in any case, that provide compensation and/or benefits to any Business Employee or otherwise) with respect to Listed Employees Current Independent Contractors of the Vendors Company, or any spouse or dependent of the foregoing, whether such plans, policies, programs or arrangements are covered by the Employee Retirement Income Security Act of 1974, as amended (“Employee Benefit PlansERISA”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have or any commitment, whether formal or informalsimilar law, and whether legally binding written or notoral. Each Benefit Plan (and each related trust, to create any additional insurance contract, or fund) has been maintained, funded and administered in accordance in all material respects with the terms of such Employee Benefit Plan and no promise complies in form and in operation in all material respects with the applicable requirements of improvement ERISA, the Code, and other applicable Laws. Each Benefit Plan subject to the requirements of Code Section 409A has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are maintained in compliance with Code Section 409A(a) and any Internal Revenue Service guidance issued thereunder in all laws, rules material respects and regulations applicable theretono amounts paid or payable under any such Benefit Plan to any Business Employee or has been subject to the interest and additional tax set forth under Code Section 409A(a)(1)(B). All Employee Benefit Plans disclosed on Schedule 5.15(arequired reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined timely filed and/or distributed in accordance with the actuarial methods applicable requirements of ERISA and assumptions used in the most recent actuarial report prepared in Code with respect to each such Benefit Plan. The requirements of the Employee Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) have been met in all material respects with respect to each Benefit Plan subject to COBRA. The Company does not have any contribution obligation or other current or potential liability in connection with any Benefit Plan, except with respect to the Benefit Plans set forth on Schedule 3.21. No fiduciary of any Benefit Plan has any material liability for breach of fiduciary duty or any failure to act or comply in connection with the administration or investment of the assets of such Benefit Plan. There have been no material non-exempt prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any Benefit Plan. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any Benefit Plan (other than routine claims for benefits) is pending, and none neither Parent, Seller nor the Company has any Knowledge of any threat of any such action, suit, proceeding, hearing, or investigation. The Company does not have any obligation to provide post-retirement or retiree welfare benefits to any Business Employee other than as required by applicable Law. With respect to those Benefit Plans intended to qualify pursuant to Section 401(a) of the Code, the Company is entitled to rely upon a favorable determination, opinion or advisory letter issued by the Internal Revenue Service with respect thereto. Parent has made available to J&J a complete and correct copy of any Benefit Plans listed on Schedule 3.21, their respective summary plan descriptions, and their respective trust agreements and plan administration Agreements (in each case, to the extent applicable). No members of the Company’s current Employee Benefit Plan or plan under which benefits may be due former “controlled group” (within the meaning of Sections 414(b), (c), (m), or (o) of the Code) has in the past six years sponsored, maintained, contributed to, or liabilities may exist in respect of, current been obligated to contribute to any plan subject to Title IV of ERISA or former employees, any “multiemployer plan” within the Vendors have delivered to meaning of ERISA Section 4001(a)(3). The consummation of the Purchaser accurate and complete copies of transactions contemplated by this Agreement will not (i) all currently applicable plan texts and agreements and entitle any amendments thereto; Business Employee or Current Independent Contractor to any severance pay, unemployment compensation or any other compensatory payment, (ii) all summary plan descriptions and material employee communications; accelerate the time of payment or vesting, or increase the amount of compensation due to any such Business Employee or Current Independent Contractor, (iii) give rise to the most recent annual report and/or annual information return filed in respect payment of any amount that would not be deductible pursuant to the Employee Benefit Plan with any applicable regulatory authority; terms of Code Section 280G, or (iv) the most recent annual and periodic accounting results in any prohibited transactions described in Section 406 of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement ERISA or other funding agreement (including all amendments made thereto); and (vii) a copy Section 4975 of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsCode for which an exemption is not available, returns and similar documents with respect to which Buyer may have any obligations or liability. Parent has made an offer of affordable minimum essential coverage to each Business Employee in the Employee manner contemplated under Section 4980H of the Code to the extent required to avoid the adverse Tax consequences thereunder, and none of Parent, Seller nor the Company is otherwise liable or responsible for any assessment payment, Taxes or other penalties under Section 4980H of the Code or otherwise under the Patient Protection and Affordable Care Act, as amended, and the regulations promulgated thereunder, or in connection with requirements including the reporting requirements relating thereto. Parent is and has been since January 1, 2020 in material compliance with all Laws applicable to the Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Bodythe Patient Protection and Affordable Care Act, termination proceedings or other claims (except claims for benefits payable in and the normal operation of regulations promulgated thereunder, including the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityinformation reporting requirements related thereto.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate From and complete list after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries), covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and description ofthe terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the “New Benefit Plans”). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and sets forth the annual amount payable pursuant will cause its Subsidiaries to, with respect to all pensionNew Benefit Plans, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus (i) provide each employee of the Company or its Subsidiaries with service or other incentive compensationcredit for all limitations as to preexisting conditions, stock purchase arrangements exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or policiesits Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, life insuranceto the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, health insurance(ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, workers compensation(iii) provide each employee with credit for all service for purposes of eligibility, scholarship or other vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, policy or arrangement maintained by of Parent or its Subsidiaries in which such employees are eligible to participate after the Vendors or to which the Vendors have any liability Effective Time, and (contingent or otherwiseiv) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described provide benefits under medical, dental, vision and the Financial Statements reflect similar health and welfare plans that are in the aggregate an accrual no less favorable than those provided to similarly situated employees of all amounts accruedParent and its Subsidiaries; provided, if anyhowever, but unpaid under all such Employee Benefit Plans as of that in no event shall the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating employees be entitled to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered credit to the Purchaser accurate and complete copies extent that it would result in a duplication of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents benefits with respect to the Employee Benefit Plans required same period of service. Notwithstanding anything to the contrary in this Section 5.06, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be filed with any Governmental Body or distributed necessary in order to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in verify the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims appropriate credit to benefits under any Employee Benefit Plan that could give rise to any material liabilitybe provided.

Employee Benefits. (a) Schedule 5.15(a4.16(a) contains an accurate lists each material “employee benefit plan” (as defined in Section 3(3) of ERISA) (which, for the avoidance of doubt, includes all material “employee benefit plans” that Purchaser will be assuming in connection with the consummation of the transactions contemplated by this Agreement) and complete list and description ofany other material written or oral employee compensation plan, and sets forth the annual amount payable pursuant topractice or policy of any kind, all pensionbenefit plan, bonus or incentive plan, employment agreement, pension plan, profit sharing, retirement, death benefit, welfareretirement plan, severance payplan, vacation payhealth and welfare plan, company awardslife insurance plan, salary continuation for disabilityworkers’ compensation or other insurance plan, sick leavedisability plan, deferred compensationcompensation plan, bonus or other equity incentive compensationplan, stock purchase arrangements or policieschange-in-control plan, life insurance, health insurance, workers compensation, scholarship or other employee fringe benefit plan, programpaid time off plan, policy or arrangement maintained other arrangements, whether or not subject to ERISA, that provide for pay or benefits of any kind to Business Employees and that are existing on the Closing Date or prior thereto, which are or have been established, maintained, sponsored or contributed to by the Vendors Company or to its ERISA Affiliates (or any of their predecessors) or for which the Vendors Company or its ERISA Affiliates may have any liability current or future material liabilities (contingent or otherwise) with respect to Listed Employees of the Vendors (each, a “Employee Company Benefit PlansPlan”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof). The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, Company has made available to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate correct and complete copies of (i) all currently applicable plan texts and agreements and each Company Benefit Plan (as amended) (or, in the case of any amendments thereto; such Company Benefit Plan that is unwritten, descriptions thereof), (ii) all summary plan descriptions and material employee communications; the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent annual report and/or annual information return filed in respect of the Employee summary plan description for each Company Benefit Plan with any applicable regulatory authority; for which such summary plan description is required, (iv) the most recent annual each trust agreement and periodic accounting of plan assets; insurance or group annuity contract relating to any Company Benefit Plan (as amended), and (v) the most recent actuarial valuation; (vi) determination, advisory and/or opinion letter, as applicable from the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee IRS covering each Company Benefit Plan. Each Company Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan maintained, contributed to or required to be contributed to by the Company has been administered materially in all material respects in accordance with its terms. All material reports, returns and similar documents with respect to the Employee The Company Benefit Plans required to be filed are all in compliance in all material respects with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly the applicable provisions of ERISA, the Code and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or all other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityapplicable Laws.

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees Section 4.12 of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Disclosure Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and lists each Employee Benefit Plan that Ivy maintains or to which Ivy contributes. Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all respects with the applicable requirements of ERISA, the Code, and other applicable laws. Since March 1, 1997: (a) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1's, and Summary Plan Descriptions) have been filed or distributed appropriately with respect to each such Employee Benefit Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B have been met with respect to each such Employee Benefit Plan which is required an Employee Welfare Benefit Plan. (b) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to be funded each such Employee Benefit Plan which is an Employee Pension Benefit Plan, and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of Ivy. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. (c) None of the directors and officers of Ivy has any Basis to believe that each such Employee Benefit Plan which is an Employee Pension Benefit Plan meets the requirements of a registered pension plan "qualified plan" under Code Section 401(a) and has not received, within the last two years, a favorable determination letter from the Internal Revenue Service. (e) The market value of assets under each such Employee Benefit Plan which is fully funded on both a “solvency” an Employee Pension Benefit Plan (other than any Multiemployer Plan) equals or exceeds the present value of all vested and “going concern” basis as nonvested Liabilities thereunder determined in accordance with the actuarial methods PBGC methods, factors, and assumptions used in applicable to an Employee Pension Benefit Plan terminating on the date for determination. (f) The Transferors have delivered or made available to Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent actuarial report prepared in respect of determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan. (g) With respect to each current Employee Benefit Plan that Ivy and the Controlled Group of Corporations which includes Ivy maintains or plan under which benefits may be due tohas maintained within the last five years, or liabilities may exist in respect ofhas contributed, current or former employees, been required to contribute within the Vendors have delivered to the Purchaser accurate and complete copies of last five years: (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the No such Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the which is in Employee Pension Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan (other than any Multiemployer Plan) has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect completely or partially terminated or been the subject of a Reportable Event as to the Employee Benefit Plans which notices would be required to be filed with the PBGC. No proceeding by the PBGC to terminate any Governmental Body such Employee Pension Benefit Plan (other than any Multiemployer Plan) has been instituted or distributed threatened. (ii) There have been no Prohibited Transactions with respect to any such Employee Benefit Plan. No Fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending or threatened. None of Purchaser and the directors and officers (and employees with responsibility for employee benefits matters) of Ivy has any Knowledge of any Basis for any such action, suit, proceeding, hearing, or investigation. (iii) Ivy has not incurred, and none of Purchaser and the directors and officers (and employees with responsibility for employee benefits matters) of Ivy has any reason to expect that Ivy shall incur, any Liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA 8 9 (including any withdrawal Liability) or under the Code with respect to any such Employee Benefit Plan which is an Employee Pension Benefit Plan. (h) None of Ivy and the other members of the Controlled Group of Corporations that includes Ivy contributes to, has contributed to, or has been required to contribute to any Multiemployer Plan or has any Liability (including withdrawal Liability) under any Multiemployer Plan. (i) Ivy does not maintain or contribute and has not maintained or contributed, and has not been required to contribute to any Employee Welfare Benefit Plan participant has been duly and timely filed providing medical, health, or distributed. There are no pending investigations by any Governmental Body, termination proceedings life insurance or other claims welfare-type benefits for current or future retired or terminated employees, their spouses, or their dependents (except claims for benefits payable other than in the normal operation of the Employee Benefit Plansaccordance with Code Sec. 4980B), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.. 4.13

Employee Benefits. (a) Schedule 5.15(a) contains an accurate and complete list and description of4.12, and sets forth the annual amount payable pursuant topreviously delivered to Brocx, xxsts all welfare benefit, pension, profit sharing, retirement, death benefitinsurance, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leavebonus, deferred compensation, bonus compensation or other incentive compensationsimilar plans or arrangements which NetGain maintains, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have NetGain has any outstanding, present or future liability (contingent or otherwise) with respect thereto, including without limitation obligation to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid contribute to or make payments under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, written or unwritten (hereinafter referred to as the "NetGain Plans" and whether legally binding NetGain Plans together with any such plans maintained by any entity which together with NetGain constitutes a single employer within the meaning of Section 414 of the Internal Revenue Code of 1986 (the "Code") are hereinafter referred to as "The NetGain Group Plans"), copies of which, including trust agreements under such NetGain Plans and determination letters issued by the Internal Revenue Service with respect thereto, and IRS Forms 5500 and attorney's response to an auditor's request for information for each of the three most recent plan years, have been provided to Brocx. Xx NetGain Group Plan is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (hereinafter referred to as "ERISA") or notis intended to meet the requirements of Section 401(a) of the Code. No NetGain Group Plan has been involved in prohibited transaction, as defined in Section 4975(c)(1) of the Code or Section 406 of ERISA. NetGain has no knowledge of any breach of a fiduciary duty with respect to create any additional such Employee Benefit NetGain Group Plan maintained pursuant thereto. There has been no failure to file any reports or returns with respect to any NetGain Group Plan. Both NetGain and any entity which together with NetGain constitutes a single employer within the meaning of the Code (hereinafter referred to as the "NetGain Group") have no outstanding, present or future obligation or liability to contribute to a multiemployer plan. If any Group Plans were terminated on the Closing Date, no member of the NetGain Group would have any liability as a result of the termination. Each member of the NetGain Group has made full and timely payment of, or has accrued on its financial statements, pending full and timely payments, all amounts which are required under the terms of each NetGain Group Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with applicable law for the actuarial methods and assumptions used in plan year within which the most recent actuarial report prepared in respect Closing Date falls. No member of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and NetGain Group has any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents liability with respect to any NetGain Group Plan. All NetGain Group Plan comply in all material respects with ERISA and, when applicable, with the Employee Benefit Code. All of The NetGain Group Plans required to be filed have been administered in substantial compliance with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributedthe requirements of ERISA and, when applicable, with the requirements of the Code. There Other than routine claims for benefits, there are no pending investigations by actions, audits, investigations, suits, or claims pending, or threatened against any Governmental Body, termination proceedings of The NetGain Group Plans or other claims (except claims for benefits payable in any fiduciary of any of The NetGain Group Plans or against the normal operation assets of any of The NetGain Group Plans. The consummation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.transactions contemplated hereby

Employee Benefits. (a) Schedule 5.15(a) 3.11 contains an accurate and a complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee KP Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of each of the following documents have been delivered by Sellers to Buyer: (i) each KP Benefit Plan document (and, if applicable, related trust agreements) and all currently applicable plan texts and agreements and any amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of KP or any ERISA Affiliate, a complete description of any KP Benefit Plan which is not in writing, and all annuity contracts or other funding instruments; (ii) all summary plan descriptions each determination letter issued by the Internal Revenue Service, with respect to each KP ERISA Pension Plan and material employee communicationsany pending or the most recent application for such a determination letter with respect to each KP ERISA Pension Plan; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement Annual Reports on Form 5500 Series (including all amendments made applicable schedules thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee governmental agency for each KP Benefit Plan participant and Tax returns, if any (including all applicable schedules thereto) for each trust related thereto for the three most recent plan years; (iv) all actuarial reports prepared for the three most recent plan years for each KP ERISA Pension Plan; (v) all financial statements and accountant's opinions relating to each KP ERISA Pension Plan and KP ERISA Welfare Plan for the three most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to KP Benefit Plans; (vii) all administrative forms and related documents used in connection with the administration of the KP ERISA Pension Plans and KP ERISA Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the KP Benefit Plans. The following information has been duly supplied or made available by Sellers to Buyer: the age, compensation, service and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation related data as of the Employee last day of the last plan year for employees and former employees of KP. Neither KP nor any KP ERISA Affiliate has, at any time, directly or indirectly contributed to or had an obligation to contribute to a Multiemployer Plan. Neither KP nor any KP ERISA Affiliate has any announced plan or legally binding commitment to create any additional KP Benefit Plans), suits Plans or proceedings against to amend or involving modify any Employee existing KP Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(aNo Borrower has engaged in any transaction in connection with which such Borrower or any of its ERISA Affiliates could be subject to either a civil penalty assessed pursuant to Section 502(i) contains an accurate of ERISA or a tax imposed by Section 4975 of the Code, including any accumulated funding deficiency described in Section 8.9(c) hereof and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) deficiency with respect to Listed Employees vested accrued benefits described in Section 8.9(d) hereof. (b) No liability to the Pension Benefit Guaranty Corporation has been or is expected by any Borrower to be incurred with respect to any employee pension benefit plan of either Borrower or any of its ERISA Affiliates. There has been no reportable event (within the Vendors meaning of Section 4043(c) of ERISA) or any other event or condition with respect to any employee pension benefit plan of any Borrower or any of its ERISA Affiliates which presents a risk of termination of any such plan by the Pension Benefit Guaranty Corporation. (“Employee Benefit Plans”c) therein described and the Financial Statements reflect in the aggregate an accrual Full payment has been made of all amounts accrued, if any, but unpaid which any Borrower or any of its ERISA Affiliates is required under all Section 302 of ERISA and Section 412 of the Code to have paid under the terms of each employee pension benefit plan as contributions to such Employee Benefit Plans plan as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy last day of the most recent letter confirming regulation fiscal year of such plan ended prior to the date hereof, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsCode), returns and similar documents whether or not waived, exists with respect to any employee pension benefit plan, including any penalty or tax described in Section 8.9(a) hereof and any deficiency with respect to vested accrued benefits described in Section 8.9(d) hereof. (d) The current value of all vested accrued benefits under all employee pension benefit plans maintained by any Borrower that are subject to Title IV of ERISA does not exceed the Employee Benefit Plans required current value of the assets of such plans allocable to be filed with such vested accrued benefits, including any Governmental Body penalty or distributed tax described in Section 8.8(a) hereof and any accumulated funding deficiency described in Section 8.8(c) hereof. The terms "current value" and "accrued benefit" have the meanings specified in ERISA. (e) To the best of each Borrower's knowledge, none of the Borrowers nor any of their ERISA Affiliates is or has ever been obligated to contribute to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body"multiemployer plan" (as such term is defined in Section 400l(a)(3) of ERISA) that is subject to Title IV of ERISA, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.20 26 8.10

Employee Benefits. None of Borrower, any of its Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan, other than those listed on Schedule 5.10. Borrower, each of its Subsidiaries and each ERISA Affiliate have satisfied the minimum funding standards of ERISA and the IRC with respect to each Benefit Plan to which it is obligated to contribute. No ERISA Event has occurred nor has any other event occurred that may result in an ERISA Event that reasonably could be expected to result in a Material Adverse Change. None of Borrower or its Subsidiaries, any ERISA Affiliate, or any fiduciary of any Plan is subject to any direct or indirect liability with respect to any Plan under any applicable law, treaty, rule, regulation, or agreement. None of Borrower or its Subsidiaries or any ERISA Affiliate is required to provide security to any Plan under Section 401(a)(29) of the IRC. Environmental Condition. None of the Oil and Gas Properties owned by the Loan Parties has ever been designated or identified in any manner pursuant to any Environmental Laws as a Hazardous Materials disposal site, or a candidate for closure pursuant to any environmental protection statute. No Lien arising under any Environmental Laws has attached to any revenues or to any real or personal property owned or operated by Borrower or by any Subsidiary of Borrower. Other than is disclosed on Schedule 5.11 attached hereto, neither Borrower nor any Subsidiary of Borrower has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal or state governmental agency concerning any action or omission by Borrower or any Subsidiary of Borrower resulting in the releasing or disposing of Hazardous Materials into the environment that remains outstanding. Each of Borrower and each Subsidiary of Borrower has taken all steps reasonably necessary to determine and, except as disclosed on Schedule 5.11 attached hereto, has determined that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any Hazardous Materials on or to any Property of Borrower or any of its Subsidiaries except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment. To the extent applicable, except as disclosed on Schedule 5.11 attached hereto or that would not reasonably be expected to result in a Material Adverse Change, all Property of Borrower and each of its Subsidiaries which is operated by Borrower and any of its Subsidiaries or Affiliates currently satisfies all design, operation, and equipment requirements imposed by the OPA or scheduled as of the Closing Date to be imposed by OPA during the term of this Agreement, and Borrower does not have any reason to believe that such Property, to the extent subject to OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement. Other than disclosed on Schedule 5.11 attached hereto, neither Borrower nor any of its Subsidiaries has any known contingent liability in connection with any release or threatened release of any oil, Hazardous Material or solid waste into the environment that would reasonably be expected to result in a Material Adverse Change. To the best of Borrower’s knowledge, all Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of Borrower or any of its Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws. Compliance with the Law. Neither Borrower nor any of its Subsidiaries has violated any requirement of a Governmental Authority or failed to obtain any license, permit, franchise or other governmental authorization necessary for the ownership of the Property or the conduct of its business, which violation or failure could be expected to result in (ain the event such violation or failure were asserted by any Person through appropriate action) a Material Adverse Change. Except for such acts or failures to act as do not result in and could not be expected to result in a Material Adverse Change, the Oil and Gas Properties have been maintained, operated and developed in a good and workmanlike manner and in conformity with all applicable laws and all rules, regulations and orders of all duly constituted authorities having jurisdiction and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Mineral Interests and other contracts and agreements forming a part of the Oil and Gas Properties; specifically in this connection, (i) after the Closing Date, no Oil and Gas Properties are subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date and (ii) none of the xxxxx comprising a part of the Oil and Gas Properties are deviated from the vertical more than the maximum permitted by applicable laws, regulations, rules and orders, and such xxxxx are, in fact, bottomed under and are producing from the Oil and Gas Properties. Neither Borrower nor any of its Subsidiaries has entered into, and the Oil and Gas Properties are not subject to, any agreements, consent orders, administrative orders or similar obligations based on a violation or alleged violation of Legal Requirements. Insurance. Schedule 5.15(a) 5.13 attached hereto contains an accurate and complete list description of all material policies of insurance owned or held by Borrower and description ofeach Subsidiary. All such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus no notice of cancellation or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) termination has been received with respect to Listed Employees any such policy. Neither Borrower nor any of its Subsidiaries has been refused any bonds or insurance with respect to its assets or operations, nor has its coverage been limited below usual and customary bond or policy limits, by any bonding company or insurance carrier to which it has applied for any such bond or insurance or with which it has carried insurance during the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accruedlast three years. Hedging Agreements. Schedule 5.14 sets forth, if any, but unpaid under all such Employee Benefit Plans as of the dates Closing Date, a true and complete list of all Lender Hedging Agreements and all other Hedging Agreements of Borrower and each of its Subsidiaries that will survive the Closing Date by more than five (5) Business Days, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx to market value thereof. The Vendors do not have , all credit support agreements relating thereto (including any commitment, whether formal margin required or informalsupplied), and whether legally binding or not, the counterparty to create any additional each such Employee Benefit Plan agreement. Borrower has delivered true and no promise correct copies of improvement has been made relating to any Employee Benefit Plan. Each each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect the Lender Hedging Agreements and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(aother Hedging Agreements that will survive the Closing Date by more than five (5) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required Business Days to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered Administrative Agent prior to the Purchaser accurate and complete copies date of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement this Agreement. Brokerage Fees. No brokerage commission or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to finders fees have or shall be filed with any Governmental Body incurred or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in connection with or as a result of Borrower’s obtaining financing from the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits Lender Group under any Employee Benefit Plan that could give rise to any material liabilitythis Agreement.

Employee Benefits. (a) Schedule 5.15(a) 4.19 contains an accurate a true, complete and complete correct list and description of, and sets forth the annual amount payable pursuant to, all of each pension, profit sharingcash balance, savings, benefit, retirement, death benefitcompensation, welfareemployment, severance payconsulting, vacation pay, company awards, salary continuation for disability, sick leaveprofit-sharing, deferred compensation, bonus incentive, bonus, performance award, phantom equity, equity or other incentive compensationequity-based, stock purchase arrangements or policieschange in control, life insuranceretention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, flexible spending arrangement, health insurancereimbursement account, workers compensationparking or transportation, scholarship Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or other employee arrangement (and any amendments thereto), in each case whether or not reduced to writing (with the material terms of any such unwritten item being disclosed therein) and whether funded or unfunded, including each “specified fringe benefit plan” as defined in Section 6039D of the Code, programwhether or not tax-qualified and whether or not subject to ERISA, policy under which, in each case, any current or arrangement maintained former employee, officer, director, retiree, independent contractor or consultant of the Company or any spouse or dependent of such individual has any present or future right to benefits and which are maintained, sponsored, contributed to, or required to be contributed to by the Vendors Company, or to under which the Vendors Company or any of its ERISA Affiliates has or may have any liability (contingent Liability, or otherwise) with respect to Listed Employees which Buyer or any of its ERISA Affiliates would reasonably be expected to have any Liability (each a “Benefit Plan” and, collectively, the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan). With respect to each current Employee Benefit Plan or plan under which benefits may be due toPlan, or liabilities may exist in respect ofthe Company has made available to Buyer accurate, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of the following: (i) each plan document together with all currently applicable plan texts amendments and, where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and any amendments theretosimilar agreements; (ii) all any summary plan descriptions descriptions, summaries of material modifications, summaries of benefits and material coverage and employee communicationshandbooks; (iii) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, the most recent annual report and/or annual information return filed in determination, opinion or advisory letter from the Internal Revenue Service with respect of the Employee to such Benefit Plan with any applicable regulatory authorityPlan’s qualification; (iv) in the case of any Benefit Plan for which a Form 5500 must be filed, the two most recent annual recently filed Forms 5500, with all corresponding schedules and periodic accounting of plan assetsfinancial statements attached; (v) material notices, letters or other correspondence from the most recent actuarial valuationInternal Revenue Service, Department of Labor, or other Governmental Authority relating to the Benefit Plan; (vi) nondiscrimination and coverage testing reports and supporting data for the trust agreement or other funding agreement (including all amendments made thereto)prior three years; and (vii) a copy of the most recent letter confirming regulation of the Employee financial, actuarial and audit reports. Each Benefit Plan with each may be terminated by the Company or an ERISA Affiliate, as applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsat any time without any liability, returns cost or expense, other than administrative costs and similar documents with respect expenses that are incidental to the Employee termination of a Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) The Disclosure Schedule 5.15(a) contains an accurate sets forth a true and complete list of each "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any written or oral retirement contracts and description ofeach medical, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death fringe benefit, welfare, severance pay, leave or vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy agreement or arrangement maintained by the Vendors or other company-wide employee policy (other than any governmental program) and any related trust, as to which the Vendors have HMI has any liability (obligation or liability, contingent or otherwise) otherwise (collectively, "Employee Benefit Plans"). True, correct and complete copies of the following documents with respect to Listed Employees each of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informalbeen provided to Parent: (i) each Employee Benefit Plan and related trust documents, and whether legally binding or notamendments thereto, to create (ii) the most recent Form 5500, (iii) the last Internal Revenue Service determination letter, (iv) summary plan descriptions and modifications thereto, (v) all enrollment, distribution and other participant forms, and (vi) any additional PBGC filings made in the last 4 years. Each such Employee Benefit Plan (and related trust, insurance contract, or fund) complies in form and in operation in all respects with the applicable requirements of ERISA and the Code, except where the failure to comply would not have a Material Adverse Effect on HMI. Each Employee Benefit Plan has complied with all applicable reporting and disclosure requirements. All contributions (including all employer contributions and employee salary reduction contributions) which are due have been timely paid to each such Employee Benefit Plan which is an employee pension benefit plan (as defined in Section 3(2) of ERISA and not exempted under Section 4(b) of ERISA, herein an "Employee Pension Plan") and no promise "accumulated funding deficiencies" (as defined in Section 302(a)(2) of improvement ERISA) exist. Each Employee Pension Plan has been made received a favorable determination letter from the Internal Revenue Service to the effect that the plan and all amendments meet the requirements of Code Section 401(a). HMI has funded each Employee Pension Plan in accordance with reasonable actuarial assumptions and all applicable law and regulation, including those promulgated under ERISA and the Code. HMI has no multi-employer or multiple employer Employee Benefit Plans. Except as shown on the Disclosure Schedule, there are no unfunded or unaccrued liabilities relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(aHMI provides no post termination health benefits beyond those required by Code Section 4980B (COBRA) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable theretonor have any promises been made by it to any employee or former employee to do so. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect The closing of the Employee Benefit Plan. With respect to each current Employee Benefit Plan Merger will not increase or plan under which benefits may be due to, accelerate any benefit or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed payment to any Employee Benefit Plan participant has been duly and timely filed or distributedHMI employee. There Except as shown on the Disclosure Statement, there are no pending investigations by any Governmental Body, termination proceedings claims or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(aEach material Business Benefit Plan under which any current or former Seller Employee (or the beneficiary of any such individual) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus who is or other incentive compensation, stock purchase arrangements was employed by a Conveyed Entity or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained is employed by the Vendors Purchased Assets Business (collectively, “Business Employees”) has any present or future right to which the Vendors have any liability (contingent or otherwisebenefits is listed on Schedule 3.14(a) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and Seller Disclosure Letter. Seller has made available to Purchasers prior to the Financial Statements reflect Closing, in the aggregate an accrual respect of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each Business Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is listed on Schedule 3.14(a) of the Seller Disclosure Letter, a registered pension true and complete copy of the current plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used document or, in the most recent actuarial report prepared case of any unwritten Benefit Plan, a written summary of such Benefit Plan’s material terms. Seller has made available to Purchasers, in respect of the Employee each (A) Conveyed Entity Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate extent applicable, true and complete copies of (i) all currently applicable governing plan texts documents (and agreements and any amendments thereto); (ii) all current summary plan descriptions and any summaries of material employee communicationsmodifications; (iii) all current trust agreements and the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authoritylatest financial statements thereof; (iv) the most recent annual and periodic accounting of report on IRS Form 5500-series for the last two (2) plan assetsyears; (v) the most recent actuarial valuationvaluation report; (vi) the trust agreement most recent determination letter, opinion letter, or similar letter or instrument issued by the IRS or other funding agreement applicable Governmental Authority; (including vii) all amendments made group annuity contracts and other material contracts relating thereto); and (viiviii) a copy of all discrimination tests and safe harbor notices for the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns plan year; and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee B) Business Benefit Plan that could give rise is not a Conveyed Entity Benefit Plan listed on Schedule 3.14(a) of the Seller Disclosure Letter, to any material liabilitythe extent applicable, the items set forth in clauses (i), (ii), (iv), and (vi) of the preceding sentence.

Employee Benefits. (a) The Company Disclosure Schedule 5.15(alists all employee benefit plans (as defined in Section 3(3) contains an accurate of ERISA) and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit planplans, programagreements, policy contracts or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described other benefit arrangements, including executive compensation and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informaldirectors' benefit plans, and whether legally binding payroll practices which Company, any ERISA Affiliate of Company or notany of its Subsidiaries maintains, contributes to create or has any additional such Employee Benefit Plan and no promise of improvement has been made relating obligation to any Employee Benefit Planor liability for (collectively, the "EMPLOYEE BENEFIT PLANS"). Each of such Employee Benefit Plans disclosed on Schedule 5.15(a(b) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due toPlan, or liabilities may exist in respect of, current or former employees, the Vendors have delivered Company has made available to the Purchaser accurate Hilton a true and complete copies correct copy of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return (Form 5500) filed in respect of with the Service, (ii) such Employee Benefit Plan with any applicable regulatory authority; and all amendments thereto, (iii) each trust agreement and group annuity contract, if any, and all amendments thereto relating to such Employee Benefit Plan, (iv) the most recent annual and periodic accounting actuarial report or valuation relating to any such Employee Benefit Plan subject to Title IV of plan assets; ERISA, (v) the most recent actuarial valuation; determination letter with respect to any such Employee Benefit Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code and (vi) the trust agreement or other funding agreement most recent summary plan descriptions. (including all amendments made thereto); and (viic) a copy As of the most recent letter confirming regulation of the date hereof, (i) all material payments required to be made by or under any Employee Benefit Plan, any related trusts, or any related collective bargaining agreement have been made or are being processed in accordance with normal operating procedures, and except as set forth in Company's financial statements, all material amounts required to be reflected thereon have been properly accrued to date as liabilities under or with respect to each Employee Benefit Plan with each applicable regulatory authority. Each for the current year; (ii) Company and its Subsidiaries have performed all material obligations required to be performed by them under any Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to Plan; (iii) the Employee Benefit Plans required have been administered in material compliance with their terms and the requirements of ERISA, the Code and other Applicable Laws; (iv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefits) pending or, to be filed Company's knowledge, threatened with any Governmental Body or distributed respect to any Employee Benefit Plan participant Plan; (v) Company and its Subsidiaries have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any material excise tax or civil penalty and (vi) neither Company nor any Subsidiary of Company has been duly and timely filed any liabilities or distributed. There are no pending investigations by obligations with respect to any Governmental BodyEmployee Benefit Plan, termination proceedings whether accrued, contingent or other claims otherwise, except liabilities or obligations (except claims for benefits payable A) incurred in the normal operation ordinary course of business consistent with past practice or (B) which are fully funded or reserved for on the most recent financial statements of Company included in the Company SEC Documents. (d) None of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims other than Multiemployer Plans, is subject to benefits under any Employee Benefit Plan that could give rise Title IV of ERISA. (e) Company and its Subsidiaries have not, with respect to any Multiemployer Plan, suffered or otherwise caused a "complete withdrawal" or "partial withdrawal," as such terms are respectively defined in Sections 4023 and 4025 of ERISA, which has resulted in any material liability.liability to Company or any of its Subsidiaries which has not been fully satisfied or which is not set forth in Company's financial statements filed with the Company SEC Documents. 25

Employee Benefits. (a) Schedule 5.15(a) contains an accurate From and complete list after the Effective Time, Company Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of the Company (or their Subsidiaries), covered by such plans at the Effective Time until such time as Parent shall, subject to applicable Law, the terms of this Agreement and description ofthe terms of such plans, adopt new benefit plans with respect to employees of the Company and its Subsidiaries (the "NEW BENEFIT PLANS"). Prior to the Effective Time, Parent and the Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and sets forth the annual amount payable pursuant will cause its Subsidiaries to, with respect to all pensionNew Benefit Plans, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus (i) provide each employee of the Company or its Subsidiaries with service or other incentive compensationcredit for all limitations as to preexisting conditions, stock purchase arrangements exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or policiesits Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, life insuranceto the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, health insurance(ii) provide each employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, workers compensation(iii) provide each employee with credit for all service for purposes of eligibility, scholarship or other vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, policy or arrangement maintained by of Parent or its Subsidiaries in which such employees are eligible to participate after the Vendors or to which the Vendors have any liability Effective Time, and (contingent or otherwiseiv) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described provide benefits under medical, dental, vision and the Financial Statements reflect similar health and welfare plans that are in the aggregate an accrual no less favorable than those provided to similarly situated employees of all amounts accruedParent and its Subsidiaries; provided, if anyhowever, but unpaid under all such Employee Benefit Plans as of that in no event shall the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating employees be entitled to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered credit to the Purchaser accurate and complete copies extent that it would result in a duplication of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents benefits with respect to the Employee Benefit Plans required same period of service. Notwithstanding anything to the contrary in this Section 5.06, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be filed with any Governmental Body or distributed necessary in order to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in verify the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims appropriate credit to benefits under any Employee Benefit Plan that could give rise to any material liabilitybe provided.

Employee Benefits. (a) Schedule 5.15(a) 3.11 contains an accurate and a complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee KP Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of each of the following documents have been delivered by Sellers to Buyer: (i) each KP Benefit Plan document (and, if applicable, related trust agreements) and all currently applicable plan texts and agreements and any amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to employees of KP or any ERISA Affiliate, a complete description of any KP Benefit Plan which is not in writing, and all annuity contracts or other funding instruments; (ii) all summary plan descriptions each determination letter issued by the Internal Revenue Service, with respect to each KP ERISA Pension Plan and material employee communicationsany pending or the most recent application for such a determination letter with respect to each KP ERISA Pension Plan; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement Annual Reports on Form 5500 Series (including all amendments made applicable schedules thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee governmental agency for each KP Benefit Plan participant and Tax returns, if any (including all applicable schedules thereto) for each trust related thereto for the three most recent plan years; (iv) all actuarial reports prepared for the three most recent plan years for each KP ERISA Pension Plan; (v) all financial statements and accountant's opinions relating to each KP ERISA Pension Plan and KP ERISA Welfare Plan for the three most recent plan years; (vi) any correspondence or notifications received from any governmental agency relating to KP Benefit Plans; (vii) all administrative forms and related -8- documents used in connection with the administration of the KP ERISA Pension Plans and KP ERISA Welfare Plans; and (viii) all other contracts, agreements, insurance policies and fidelity bonds relating to the KP Benefit Plans. The following information has been duly supplied or made available by Sellers to Buyer: the age, compensation, service and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation related data as of the Employee last day of the last plan year for employees and former employees of KP. Neither KP nor any KP ERISA Affiliate has, at any time, directly or indirectly contributed to or had an obligation to contribute to a Multiemployer Plan. Neither KP nor any KP ERISA Affiliate has any announced plan or legally binding commitment to create any additional KP Benefit Plans), suits Plans or proceedings against to amend or involving modify any Employee existing KP Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityPlan.

Employee Benefits. (a) Schedule 5.15(aWith respect to each “employee benefit plan” as defined in Section 3(3) contains an accurate and complete list and description ofof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or each other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other material employee benefit plan, policy, program, policy fund or arrangement arrangement, including bonus, employment, severance, change in control, incentive, equity or equity-based compensation, retirement or deferred compensation arrangements, in each case, contributed to, required to be contributed to, or sponsored or maintained by the Vendors Company or to any ERISA Affiliate for the benefit of current or former officers or employees of the Company, or in respect of which the Vendors have Company has any liability current or contingent liability, other than any plan, policy, program, or arrangement which is (contingent i) sponsored by a Governmental Entity and required to be maintained or otherwisecontributed to pursuant to applicable law, or (ii) a Multiemployer Plan (each a “Benefit Plan”), the Seller has made available to Buyer, with respect to Listed Employees Benefit Plans that are not Company Benefit Plans, the plan document, a written summary or other information with respect to the terms of such Benefit Plan (including information concerning the participation of employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect Company in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled sufficient for Buyer to carry out its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit PlanSection 6.06. With respect to each current Employee Benefit Plan sponsored, maintained or plan under which benefits may be due tocontributed to solely by the Company or exclusively for the benefit of employees or officers of the Company (each, or liabilities may exist in respect of, current or former employeesa “Company Benefit Plan”), the Vendors have delivered Seller has made available to the Purchaser accurate and complete Buyer copies of of: (i) each such Company Benefit Plan and all currently applicable plan texts and agreements and any amendments theretothereto or, in the case of an unwritten Company Benefit Plan, a written description thereof; (ii) all summary plan descriptions and each trust, insurance or material employee communicationsadministrative agreement relating to each such Company Benefit Plan; (iii) the most recent annual report and/or annual information return filed in respect summary plan description of the Employee each Company Benefit Plan with and any applicable regulatory authoritymaterial modifications thereto, if applicable; (iv) the most recent annual report (Form 5500) filed with the IRS, including financial statements, if applicable; and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) determination, advisory or opinion letter, if applicable, issued by the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents IRS with respect to the Employee any Company Benefit Plans required Plan intended to be filed with any Governmental Body or distributed to any Employee qualified under Section 401(a) of the Code. Section 4.09(a) of the Disclosure Schedules lists each Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental BodyMultiemployer Plan in which the Company is obligated to make contributions, termination proceedings or other claims and indicates (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee I) each Benefit Plan that could give rise is a Company Benefit Plan and (II) each Multiemployer Plan in which the Company is obligated to any material liabilitymake contributions.

Employee Benefits. (a) Set forth on Section 3.14 of the Company Disclosure Schedule 5.15(a) contains an accurate and complete is a list and description of, and sets forth the annual amount payable pursuant to, of all pension, profit sharing, retirement, death deferred compensation, stock purchase, stock option, stock appreciation right, employee stock ownership, incentive, bonus, vacation, sick, severance, change-in-control, disability, hospitalization, medical insurance, life insurance, fringe benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or any other employee benefit planplan as defined in Section 3(3) of ERISA, programand any employee benefit programs, policy policies or arrangement maintained by the Vendors or arrangements pursuant to which the Vendors have any liability Company or its ERISA Affiliates provides or has provided (contingent directly or otherwiseindirectly, individually or jointly through others) with respect benefits or compensation to Listed Employees or on behalf of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual employees, directors or independent contractors or former employees or former directors or former independent contractors of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentCompany or its ERISA Affiliates, whether formal or informal, whether or not written (each, an “Employee Plan”). Company has furnished to Purchaser true, complete and whether legally binding or not, to create any additional such accurate copies of each written Employee Benefit Plan and no promise related trust agreement, a complete and accurate description of improvement has been made each unwritten Employee Plan, current summary plan descriptions, all insurance contracts relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing underPlans, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and annual reports (including schedules) filed with respect to each Employee Benefit Plan that is required to be funded or that for the last five years, for each Employee Plan which is a registered pension plan is fully funded on both “top-hat” plan, a “solvency” and “going concern” basis as determined in accordance copy of filings with the actuarial methods and assumptions used in DOL, the most recent actuarial report prepared in respect of determination letter or opinion letter issued by the IRS for each applicable Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect summary plan description and any summary of material modifications for each Employee Plan, the three most recent actuarial reports, if any, relating to each applicable Employee Benefit Plan with any applicable regulatory authority; (iv) Plan, and the most recent annual minimum coverage and periodic accounting of plan assets; (v) discrimination testing results for each applicable Employee Plan. . Company will maintain the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy Employee Plans listed on Section 3.14 of the most recent letter confirming regulation Company Disclosure Schedule in full force and effect through the Closing Date, unless otherwise provided herein. Except as set forth on Section 3.14 of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsCompany Disclosure Schedule, returns and similar documents with respect Purchaser shall not have any obligation or liability of any kind or nature for any compensation or benefits of any kind or nature to the Employee Benefit Plans required employees or independent contractors of Company or the Bank for services rendered prior to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributedthe Effective Time. There are no pending investigations by any Governmental BodyFor purposes of this Section 3.14, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability.term “

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries (the "Company Benefit Plans"), except for such matters as, individually or in the aggregate, could not be reasonably expected to have a Company Material Adverse Effect and except as set forth in Section 4.11 of the Company Disclosure Schedule, (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each Company Benefit Plan and no promise any related trust intended to be qualified under Sections 401(a) and 501(a) of improvement the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such Company Benefit Plan or related trust, (b) each Company Benefit Plan has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is operated in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods terms and assumptions used in requirements of applicable law and all required returns and filings for each Company Benefit Plan have been timely made, (c) none of the most recent actuarial report prepared in respect Company or any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the Employee Benefit Plan. With respect to each current Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with any Company Benefit Plan or other retirement plan under which benefits may be due toor arrangement, and no fact or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Company Benefit Plan have been made in full and in proper form, (e) none of the Company or its commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Company Benefit Plan currently or previously maintained by the Company or any of its Subsidiaries provides any post-retirement health or life insurance benefits, and none of the Company or any of its Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Company Benefit Plan.

Employee Benefits. (a) Schedule 5.15(a3.20(a) contains an accurate a complete and complete correct list and description of, and sets forth the annual amount payable pursuant to, of all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwiseplans as defined in Section 3(3) with respect to Listed Employees of the Vendors ERISA (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentother employee arrangements and commitments, whether formal or informalnot employee benefit plans (including without limitation, sick leave, vacation pay, severance pay, salary continuation for disability, consulting or other compensation arrangements, retirement plans, deferred compensation plans, bonus plans, incentive compensation plans, stock option or other stock incentive plans, equity compensation plans, employee stock purchase plans, medical, dental and whether legally binding vision plans, life insurance and educational assistance programs) sponsored or notmaintained by the Seller, an Acquired Subsidiary or an ERISA Affiliate, or to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and which the Vendors are in compliance with all lawsSeller, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that an Acquired Subsidiary or an ERISA Affiliate contributes or is required to be funded contribute, or that to which the Seller, an Acquired Subsidiary or an ERISA Affiliate is a registered pension plan is fully funded on both a party for the benefit of any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries, or to which the Seller, an Acquired Subsidiary or any ERISA Affiliate has any liability, contingent or otherwise, in relation to any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries (collectively the “solvencySeller Plans”). As used herein, “ERISA Affiliate” and “going concern” basis as determined in accordance shall refer to any trade or business, whether or not incorporated, under common control with the actuarial methods and assumptions used in Seller or an Acquired Subsidiary within the most recent actuarial report prepared in respect meaning of Section 414(b), (c), (m) or (o) of the Employee Benefit PlanCode. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employeesExcept as set forth on Schedule 3.20(a), the Vendors have delivered Seller has made available to the Purchaser accurate complete and complete correct copies of (i) all currently applicable plan texts Seller Plans, and agreements and any amendments thereto; (ii) where applicable, all related summary plan descriptions and any subsequent summaries of material employee communications; (iii) modifications, the most recent financial statements, the three most recent annual report and/or annual information return filed reports (Form 5500 series in respect the case of Seller Plans in the Employee Benefit Plan with any applicable regulatory authority; (iv) United States), the most recent annual and periodic accounting IRS determination letter for all plans qualified or intended to qualify under Section 401(a) of plan assets; (v) the Code, the three most recent actuarial valuation; (vi) the reports, a copy of each trust agreement or other funding agreement (including arrangement and all amendments made thereto); material correspondence within the last three years with governmental and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit regulatory authorities relating to any Seller Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsas well as handbooks, returns manuals, collective bargaining agreements and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly governing employment policies, practices and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityprocedures.

Employee Benefits. Schedule 3.11 contains a complete and accurate list of all Company Plans and other Benefit Obligations of the Company and identifies as such all Company Plans that are defined benefit Pension Plans, Qualified Plans, or Multi-Employer Plans (a) Schedule 5.15(a) contains an accurate collectively for the purposes of this Section 3.11, the “Plans”). The Company has performed in all material respects all of its obligations under all Company Plans and complete list other Benefit Obligations of the Company. The Company has made appropriate entries in its financial records and description ofstatements for all material obligations and liabilities under such Company Plans and other Benefit Obligations that have accrued but are not due; and the Company, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees all Company Plans and other Benefits Obligations of the Vendors (“Employee Company, and each Company Plan and other Benefit Obligation of the Company, is in compliance in all material respects with ERISA, the IRC, and other applicable laws including the provisions of such laws expressly mentioned in this Section 3.11, and with any applicable collective bargaining agreement. The Company has complied with all provisions, rules, regulations and legislation relating to funding requirements for the Company Plans”) therein described and . No past service funding liabilities exist under the Financial Statements reflect in the aggregate an accrual Company Plans. The current value of all amounts accruedaccrued benefits under each of the Company Plans did not, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitmentlatest valuation date, whether formal or informal, and whether legally binding or not, exceed the then current value of the assets of the Company Plans allocable to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with accrued benefits based upon the actuarial methods and assumptions used in for the most recent actuarial report prepared in respect Company Plans. All Company Plans have been duly authorized by the Board of Directors of the Employee Benefit PlanCompany. With respect to each current Employee Benefit Plan No termination or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan partial termination has been administered materially in accordance with its terms. All material reports, returns and similar documents occurred with respect to the Employee Benefit Company Plans required to be filed with that has resulted in any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributedmaterial liability. There are no pending or Threatened audits or investigations by any Governmental BodyBody with respect to any Company Plan. Copies of each Company Plan, termination proceedings any amendments thereto and any trust agreement and contracts or other claims (except claims for benefits payable in the normal operation insurance policies relating to such Company Plan have been delivered to Buyer. Copies of the Employee Benefit Plans)documentation and material correspondence directly related to the Company Plans have been delivered to Buyer. Sellers represent and warrant that no Group Member, suits other than the Company, has sponsored, maintained or proceedings against contributed at any time during the preceding five years to any plan, program, fund or involving any Employee Benefit arrangement that constitutes a defined benefit Pension Plan, a Qualified Plan or asserting a Multi-Employer Plan. Neither Sellers nor any rights Group Member has made any promises of welfare benefit plans, within the meaning of Section 3(1) of ERISA that provides for continuing benefits or claims coverage for any former employees or retirees of any of the Group Members including but not limited to benefits under any Employee Benefit Plan that could give rise to any material liabilityretiree medical benefits.

Employee Benefits. With respect to all the employee benefit ----------------- plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries (the "Company Benefit Plans"), except for such matters as, individually or in --------------------- the aggregate, could not be reasonably expected to have a Company Material Adverse Effect and except as set forth in Section 4.11 of the Company Disclosure Schedule, (a) Schedule 5.15(a) contains an accurate and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee each Company Benefit Plan and no promise any related trust intended to be qualified under Sections 401(a) and 501(a) of improvement the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such Company Benefit Plan or related trust, (b) each Company Benefit Plan has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is operated in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined material respects in accordance with the actuarial methods terms and assumptions used in requirements of applicable law and all required returns and filings for each Company Benefit Plan have been timely made, (c) none of the most recent actuarial report prepared in respect Company or any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the Employee Benefit Plan. With respect to each current Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with any ----- Company Benefit Plan or other retirement plan under which benefits may be due toor arrangement, and no fact or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Company Benefit Plan have been made in full and in proper form, (e) none of the Company or its commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Company Benefit Plan currently or previously maintained by the Company or any of its Subsidiaries provides any post-retirement health or life insurance benefits, and none of the Company or any of its Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Company Benefit Plan.

Employee Benefits. (a) Section 4.25 of the Company Disclosure Schedule 5.15(a) contains lists each material Employee Plan and specifies whether such plan is a US Plan or an accurate International Plan. Prior to the date hereof, for each material Employee Plan, the Company has furnished to Parent a true and complete list and description of, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees copy of the Vendors following, as applicable: (“Employee Benefit Plans”i) therein described and the Financial Statements reflect in the aggregate an accrual of governing plan document, including all amounts accruedamendments thereto, if any, but unpaid under all such Employee Benefit Plans as (ii) a written summary of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise material terms of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded not set forth in a written document (iii) all related trust agreements, insurance Contracts or that is a registered pension other funding arrangements and amendments thereto, (iv) the current prospectus or summary plan is fully funded on both a “solvency” description and “going concern” basis as determined in accordance with all summaries of material modifications, (v) the actuarial methods annual returns/report (Form 5500) and assumptions used in accompanying schedules and attachments thereto for the most recent recently completed plan year, (vi) the most recently prepared actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due toreports and financial statements, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iiivii) the most recent annual report and/or annual information return filed determination or opinion letter from the IRS relating thereto, (viii) all material and non-routine documents and correspondence relating thereto received from or provided to the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any Governmental Authority during the past three years, (ix) all current employee handbooks, manuals and policies, and (x) if such plan is a material International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the documents required to be provided in clauses (i) through (ix). Notwithstanding the foregoing, any Employee Plans that are offer letters for Company Employees other than any Key Service Providers that (w) provide for at-will employment, (x) are terminable without penalty or liability, (y) do not provide for any severance, retention, change in control or other similar payments or benefits and (z) are consistent in all material respects with a form previously provided to Parent, only the forms thereof need be listed on Section 4.25 of the Company Disclosure Schedule. There has been no amendment to, written interpretation by the Acquired Companies or any of their Affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would materially increase the expense of maintaining such Employee Plan above the level of expense incurred in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) thereof for the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement or other funding agreement (including all amendments made thereto); and (vii) a copy of the most recent letter confirming regulation of the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect fiscal year ended prior to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilitydate hereof.

Employee Benefits. (a) Schedule 5.15(aSet forth in Part 3.15(a) contains an accurate is a list, complete and complete list and description ofcorrect in all material respects, of all of Seller's "employee benefit plans" as defined by Section 3(3) of ERISA, and sets forth the annual amount payable pursuant to, all pension, profit sharing, retirement, death benefit, welfare, severance pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or other employee specified fringe benefit plan, program, policy or arrangement maintained by the Vendors or to which the Vendors have any liability (contingent or otherwise) with respect to Listed Employees plans as defined in Section 6039D of the Vendors Code (“collectively, "Employee Benefit Plans”"). Neither Seller nor any corporations or trades or businesses controlled by controlling or under common control with either Seller (within the meaning of Section 414 of the Code or Section 4001(a)(14) therein described or 4001(b) of ERISA) ("ERISA Affiliates") sponsors or contributes to any plan subject to Title IV of ERISA. Also, set forth on Part 3.15(a) is a complete and the Financial Statements reflect in the aggregate an accrual correct list of all amounts accruedcurrent ERISA Affiliates. (b) Each Seller has made available to Buyers for review true, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment, whether formal or informal, and whether legally binding or not, to create any additional such Employee Benefit Plan and no promise of improvement has been made relating to any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable thereto. All Employee Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. With respect to each current Employee Benefit Plan or plan under which benefits may be due to, or liabilities may exist in respect of, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of (i) all currently applicable plan texts and agreements and any amendments theretothe documents comprising each Employee Plan; (ii) all summary plan descriptions and material employee communicationstrust agreements, insurance contracts or any other funding instruments related to the Employee Plans; (iii) all rulings, determination letters, or advisory opinions from the most recent annual report and/or annual information return filed in respect IRS or the U.S. Department of the Labor that pertain to each Employee Benefit Plan with and any applicable regulatory authorityopen requests therefor; and (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the trust agreement all collective bargaining agreements pursuant to which contributions to any Employee Plans have been made or other funding agreement obligations incurred (including both pension and welfare benefits) by either Seller, and all amendments collective bargaining agreements pursuant to which contributions are being made thereto); or obligations are owed by such entities. (c) Full payment has been made of all amounts that are required under the terms of each Employee Plan to be paid as contributions with respect to all periods prior to and (vii) a copy including the last day of the most recent letter confirming regulation fiscal year of such Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date. (d) Each Seller has at all times complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (1) Section 4980B of the Employee Benefit Plan with each Code and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as "COBRA" and (2) any applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reports, returns and similar documents with respect to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims state statutes mandating health insurance continuation coverage for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityemployees.

Employee Benefits. With respect to all MeriStar Benefit Plans (as defined below), except for such matters, as, individually or in the aggregate, could not reasonably be expected to have a MeriStar Material Adverse Effect, (a) each MeriStar Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified and, to the Knowledge of MeriStar, nothing has occurred since the date of such letter that could reasonably be expected to materially adversely affect the qualified status of such MeriStar Benefit Plan or related trust, (b) each MeriStar Benefit Plan has been operated in all material respects in accordance with its terms and with the terms and requirements of applicable law and all required returns and filings for each MeriStar Benefit Plan have been timely made, (c) neither MeriStar nor any MeriStar Subsidiary has incurred any tax, fine, lien, penalty or other liability imposed under ERISA (defined below), the Code or other applicable laws, rules and regulations, in connection with any MeriStar Benefit Plan, and no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, in progress or, to the Knowledge of MeriStar or any MeriStar Subsidiary, threatened, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) all contributions due and payable on or before the date hereof in respect of each MeriStar Benefit Plan have been made in full and in proper form, (e) neither MeriStar nor any MeriStar Subsidiary has ever sponsored or been obligated to contribute to any "multiemployer plan" (as defined in Section 3(37) of ERISA), any plan subject to Section 413 of the Code, or any "defined benefit plan" (as defined in Section 3(35) of ERISA), (f) except as otherwise required under ERISA, the Code and applicable laws, no MeriStar Benefit Plan currently or previously maintained by MeriStar or any MeriStar Subsidiary provides any post-employment health or life insurance coverage or benefits, except as required under Section 4980B of the Code; (g) neither MeriStar, nor any MeriStar Subsidiary, is a member of a "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Section 414(b), (c), (m) or (o)), which has members other than themselves; (h) all material reporting, disclosure and notice obligations imposed under ERISA and the Code have been satisfied with respect to each MeriStar Benefit Plan, and (i) except as set forth in Schedule 5.15(a) 4.11 to the MeriStar Disclosure Letter, no benefit or amount payable, or which may become payable in connection with the Transactions, by MeriStar or any MeriStar Subsidiary pursuant to any MeriStar Benefit Plan, agreement or contract with any employee, constitutes an "excess parachute payment" which would not be deductible by reason of Section 280G of the Code. Schedule 4.11 to the MeriStar Disclosure Letter contains an accurate and a complete list and description ofof each "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") excluding "multiemployer plans" within the meaning of ERISA Section 3(37)), and sets forth the annual amount payable pursuant toall stock purchase, all pensionstock option, profit sharingseverance, retirementemployment, death change-in-control, fringe benefit, welfarecollective bargaining, severance paybonus, vacation pay, company awards, salary continuation for disability, sick leaveincentive, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, life insurance, health insurance, workers compensation, scholarship or compensation and all other employee benefit planplans, programagreements, policy programs, policies or arrangement maintained other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by the Vendors or to which the Vendors have any liability (contingent this Agreement or otherwise) with respect to Listed Employees of the Vendors (“Employee Benefit Plans”) therein described and the Financial Statements reflect in the aggregate an accrual of all amounts accrued, if any, but unpaid under all such Employee Benefit Plans as of the dates thereof. The Vendors do not have any commitment), whether formal or informal, and whether oral or written, legally binding or not, under which any current or former employee, officer or director of MeriStar or any MeriStar Subsidiary has any present or future right to create benefits sponsored or maintained by MeriStar or any additional such Employee Benefit Plan and no promise of improvement MeriStar Subsidiary or under which MeriStar or any MeriStar Subsidiary has been made relating had or has any present or could reasonably be expected to have any Employee Benefit Plan. Each of such Employee Benefit Plans disclosed on Schedule 5.15(a) is in effect and the Vendors are in compliance with all laws, rules and regulations applicable theretofuture liability. All Employee such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "MeriStar Benefit Plans disclosed on Schedule 5.15(a) have been duly registered where required by, and are in good standing under, all applicable legislation and the Vendors have fulfilled its funding obligations under all such plans and each Employee Benefit Plan that is required to be funded or that is a registered pension plan is fully funded on both a “solvency” and “going concern” basis as determined in accordance with the actuarial methods and assumptions used in the most recent actuarial report prepared in respect of the Employee Benefit Plan. Plans." With respect to each current Employee MeriStar Benefit Plan or plan under which benefits may be due toPlan, or liabilities may exist in respect ofMeriStar has provided to FelCor a current, current or former employees, the Vendors have delivered to the Purchaser accurate and complete copies of copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) all currently applicable plan texts and agreements and any amendments thereto; (ii) all summary plan descriptions and material employee communications; (iii) the most recent annual report and/or annual information return filed in respect of the Employee Benefit Plan with any applicable regulatory authority; (iv) the most recent annual and periodic accounting of plan assets; (v) the most recent actuarial valuation; (vi) the related trust agreement or other funding agreement instrument; (including all amendments made thereto)ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by MeriStar or any MeriStar Subsidiary to their employees concerning the extent of the benefits provided under a MeriStar Benefit Plan; and (viiiv) a copy of for the most recent letter confirming regulation of year (A) the Employee Benefit Plan with each applicable regulatory authority. Each Employee Benefit Plan has been administered materially in accordance with its terms. All material reportsForm 5500 and attached schedules, returns (B) audited financial statements, and similar documents with respect (C) attorney's response to the Employee Benefit Plans required to be filed with any Governmental Body or distributed to any Employee Benefit Plan participant has been duly and timely filed or distributed. There are no pending investigations by any Governmental Body, termination proceedings or other claims (except claims an auditor's request for benefits payable in the normal operation of the Employee Benefit Plans), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liabilityinformation.