Common use of ERISA Representations Clause in Contracts

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminated.

ERISA Representations. Albertson’s hereby Seller represents and warrants to Buyer that as of the date hereof that: (a) Section 9.01 10.02(a) of the Disclosure Letter contains Schedule sets forth each Employee Plan, including all employment agreements to which the Company is a correct party. With respect to each such Employee Plan, Seller has furnished or made available to Buyer a true and complete list identifying copy of the plan document of each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. (b) The Internal Revenue Service has issued a favorable determination letter with respect to each Employee Plan that is intended to qualify under Section 401(a) of the Code, and to the knowledge of Seller no event has occurred before or after the date of such letter that would disqualify such Employee Plan. (c) Limited Brands, the Company and/or the Subsidiaries have each made full payment of all amounts as required, under applicable Law or the terms of each Employee Plan on behalf of each Company Employee, to have contributed thereto before the Closing Date (including any employee salary reduction contributions described in Section 125 or Section 401(k) of the Code) for all periods through and including the Closing Date, or proper accruals for such contributions have been made and are reflected on the Company’s Balance Sheet and books and records. Limited Brands, the Company and/or the Subsidiaries will pay such contributions to the Employee Plans on behalf of Company Employees in respect of benefits payable, or otherwise made available, to the Company Employees for all periods prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, adequate provision for reserves therefor shall be made on the Closing Statement of Net Tangible Assets. (d) Neither Limited Brands, the Company nor any Subsidiary has within the past six years made any contributions (or has been obligated to make any contributions) on behalf of Company Employees to a “employee benefit planMultiemployer Plan,” as defined in Section 3(33(37) of ERISA or to a “Defined Benefit Plan,” as defined in Section 3(35) of ERISA. Neither the Company nor any Subsidiary has any liability with respect to a Multiemployer Plan or a Defined Benefit Plan, each material employmentincluding without limitation as a result of the Company or any Subsidiary being treated as a single employer with any other Person under Section 414 of the Code. (e) No Employee Plan provides (or will provide) medical, severance life insurance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance death benefits with respect to former employees (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefitsretirees) which is maintained, administered or contributed to by of the Sellers Company or any Subsidiary, other than benefits that are required to be provided pursuant to (i) Section 4980B of their ERISA Affiliates and covers the Code, or (ii) the agreements listed on Section 10.02(e)(ii) of the Disclosure Schedule. (f) There are no investigations, audits, claims or lawsuits which have been asserted or instituted involving any aspect of any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto Plan (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documentsroutine benefit claims) have been made available which are likely to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared result in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior material liability to the Closing Date. Except Company or any Subsidiary. (g) Neither the Company, any Subsidiary nor any “party in interest” (as would not reasonably be expected to have, individually defined in Section 3(14) of ERISA) or “disqualified person” (as defined in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(a4975(e)(2) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With Code) with respect to any Surviving Employee Plan has engaged in a material “prohibited transaction” within the meaning of Part 4 of Subtitle B of Title I of ERISA or Section 4975 of the Code for which a statutory, administrative, or regulatory exemption is not available. (h) The consummation of the transactions contemplated by this Agreement will not, separately or together, except as defined belowset forth on Section 10.02(h) of the Disclosure Schedule, entitle any Company Employee to receive from the Company or any Subsidiary severance pay, unemployment compensation, or any other payment, or except as set forth in Section 10.07, accelerate the time of payment or vesting of, or increase the amount of, compensation due to any such Company Employee. (i) Sellers have Consummation of the transactions contemplated by this Agreement will not incurred result in any withdrawal liability under Subtitle E “excess parachute payments” within the meaning of Title IV Section 280G(b) of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected the Code. There are no change in control payments payable to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that Company Employees other than any such Surviving Plan is payments which are the responsibility of Limited Brands, other than payments in reorganization or has been terminatedrespect of the termination by the Company of such Company Employees after the Closing. There are no retention payments payable to Company Employees other than any such payments which are the responsibility of Limited Brands.

ERISA Representations. Albertson’s The Company and Seller, jointly and severally, hereby represents represent and warrants warrant to Buyer that Section 9.01 that: (a) Schedule 9.02 lists every Employee Plan copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Disclosure Letter contains a correct Company has provided the most recently filed Form 5500 and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies an accurate summary description of such plans plan. (andb) Schedule 9.02 also includes a list of every Benefit Arrangement, if applicable, related trust copies or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) descriptions of which have been made available or furnished previously to Buyer together withBuyer. (c) None of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 is subject to the laws of any jurisdiction outside the United States. (d) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate has incurred, if applicablewithin the past six years, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared nor reasonably expects to incur any liability under Title IV of ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred to collectively herein as the “Employee Planspreviously covered by Title IV of ERISA.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (e) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been the subject of a favorable determination letter to that effect from the IRS andInternal Revenue Service. The Company has furnished to Buyer copies of the most recent determination letter with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge of Code, which are applicable to such Employee Plan. (f) Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any Sellerand all statutes, no circumstances exist which would reasonably be expected orders, rules and regulations that are applicable to materially adversely affect such qualification or exemption. Benefit Arrangement. (g) With respect to any Surviving the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. The Company has no obligation to provide such post termination benefits. (h) All contributions and payments accrued under each Employee Plan (and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as defined below) adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually reflected on the Closing Balance Sheet or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notificationretained by Seller. Except as disclosed in writing to Buyer prior to the date hereof, that any such Surviving Plan is in reorganization or there has been terminatedno amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. Each asset held under any Employee Plan may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending, or to the knowledge of the Company and the Seller threatened, with respect to any Employee Plan or Benefit Arrangement. (i) Except as set forth on Schedule 9.02, no employee of the Company will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (j) Each Employee Plan and Benefit Arrangement may be amended, terminated or otherwise modified by the Company to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals, and no employee communications or provision of any Employee Plan or Benefit Arrangement document has failed to effectively reserve the right of the Company to so amend, terminate or otherwise modify such Employee Plan or Benefit Arrangement.

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying (a) Schedule 3.14(a) lists (i) each material “"employee benefit plan,” " as such term is defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement ERISA (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangementsan "Employee Plan"), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers which covers employees of the Businesses or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA and (ii) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of their its subsidiaries to cover employees or former employees of the Sellers or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." (b) No Employee Plan maintained, administered or contributed to by the Sellers or any ERISA Affiliate is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. Neither the Sellers nor any of the Sellers' ERISA Affiliates and covers has incurred any Employee as liability under Title IV of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred previously covered by Title IV of ERISA, or has maintained a plan subject to collectively herein as the “Employee PlansSection 412 of ERISA, for which any liability remains outstanding.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (c) Each Employee Plan in which employees of the Businesses participate and which is intended to be qualified under Section 401(a) of the Code Code, is so qualified and has received or, if such Employee Plan fails to be so qualified, can become qualified on a determination letter to that effect from retroactive basis, or the IRS and, Sellers will notify Purchaser of such failure prior to the Knowledge rollover of any Seller, no circumstances exist which would reasonably participant's accounts from such plan to any plan of the Purchaser. (d) The Acquired Assets are not now nor will they after the passage of time be expected subject to materially adversely affect such qualification any Lien imposed under Section 412(n) of the Code by reason of the failure of either Seller or exemption. their ERISA Affiliates to make timely installments or other payments required by Section 412 of the Code with respect to any plan maintained by either Seller or their ERISA Affiliates prior to the Closing. (e) With respect to the employees of the Sellers or any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV the Sellers' Subsidiaries the principal work location of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or which is located in the aggregateUnited States who are residents or citizens of the United States, a Material Adverse Effectthere are no employee post-retirement medical or health plans in effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedexcept as required by COBRA.

ERISA Representations. Albertson’s hereby represents The Limited and warrants Seller represent and warrant to Parent and Buyer that that: (a) Section 9.01 9.02(a) of the Disclosure Letter contains a correct and complete list identifying Schedule sets forth each material “employee benefit plan,” as defined in Section 3(3) of ERISAEmployee Plan. With respect to each such Employee Plan, each material employment, severance The Limited has furnished or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together withand/or Parent a true and complete copy of the plan document and any associated trust agreement, if applicablethe most current summary plan description (and any summary of material modifications thereto), the most recently filed annual report (Form 5500 including(and any schedules attached thereto), if and the most recent Internal Revenue Service determination letter, as applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ such Plan. Each Employee Plan Document prior has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Closing DateCode. (b) Section 9.02(b) of the Disclosure Schedule sets forth each Benefit Arrangement. Except as would not reasonably be expected The Limited has furnished or made available to have, individually or Buyer and/or Parent true and complete copies of each such Benefit Arrangement and the most current summary (if any) distributed to Company Employees of each such Benefit Arrangement. Each Benefit Arrangement has been maintained in compliance with its terms and with the aggregate, requirements prescribed by any and all applicable Laws. (c) The Internal Revenue Service has issued a Material Adverse Effect, favorable determination letter with respect to each Employee Plan which that is intended to be qualified qualify under Section 401(a) of the Code Code, and no event has occurred before or after the date of such letter that would disqualify such Employee Plan. (d) The Limited, the Company and/or the Subsidiaries have each made full payment of all amounts each is so qualified required, under applicable Law or the terms of each Employee Plan and has received a determination letter Benefit Arrangement, to that effect from have contributed thereto before the IRS andClosing Date (including any employee salary reduction contributions described in Section 125 or Section 401(k) of the Code) for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on the Company's Balance Sheet and books and records. The Limited, the Company and/or the Subsidiaries will pay such contributions to the Employee Plans and the Benefit Arrangements in respect of benefits payable, or otherwise made available, to the Knowledge Company Employees for the period beginning immediately after the close of any Sellersuch last plan year and ending on the Closing Date, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfiedor, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that if any such Surviving Plan is in reorganization contributions will not be due prior to the Closing Date, adequate provision for reserves therefor shall be made on the Closing Statement of Net Tangible Assets. (e) Neither The Limited, the Company nor any Subsidiary has within the past six years made any contributions (or has been terminated.obligated to make any contributions) to a "Multiemployer Plan," as defined in Section 3(37) of ERISA or to a "Defined Benefit Plan," as defined in Section 3(35)

ERISA Representations. Albertson’s Pennzoil hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying FRP that: (a) SCHEDULE 9.2(a) lists each material “employee benefit plan,” "EMPLOYEE BENEFIT PLAN", as such term is defined in Section 3(3) of ERISA, which (i) is subject to any provision of ERISA, (ii) is maintained, administered, contributed or has been contributed to by Pennzoil or any of its Affiliates (as defined below) and (iii) covers any employee of the Business (hereinafter referred to collectively as the "EMPLOYEE PLANS"). With respect to each material Employee Plan, Pennzoil has provided a true and complete copy of such plan document, the most recently filed Form 5500 and an accurate summary description of such plan. Pennzoil has provided FRP with, or has caused to be provided to FRP, complete actuarial data (including age, salary, service and related data) as of the most recent practicable date for employees of the Business. (b) SCHEDULE 9.2(b) includes a list of each employment, severance or other similar contract, planarrangement, arrangement practice or policy (written or oral) and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option group health or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, employee assistance programworkers' compensation, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance vacation benefits, retirement benefits and or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-employment retirement insurance, compensation or retirement benefits which (including compensationi) is not an Employee Plan, pension(ii) is entered into, health, medical or life insurance benefits) which is maintained, administered maintained or contributed to to, as the case may be, by the Sellers Pennzoil or any of their ERISA its Affiliates and (iii) covers any Employee as employee of the date hereofBusiness. Copies Such contracts, plans and arrangements as are described above, copies or descriptions of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) of which have been made available or furnished previously to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans FRP are hereinafter referred to collectively herein as the “Employee Plans"BENEFIT ARRANGEMENTS.” Albertson’s agrees " (c) Except as disclosed in writing to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document FRP prior to the Closing Date. Except as would date hereof, there has been no amendment to, written interpretation of or announcement (whether written or not reasonably be expected to havewritten) by Pennzoil or any of its Affiliates relating to, individually or change in the aggregateemployee participation, a Material Adverse Effectbenefits or coverage under, each any Employee Plan which is intended to be qualified under Section 401(a) or Benefit Arrangement which, on a monthly per employee basis, would increase the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the Code is so qualified and has received expense incurred, on a determination letter to that effect from monthly per employee basis, in respect thereof for the IRS and, to most recent prior fiscal year. (d) The Purchased Assets are not now nor will they after the Knowledge passage of any Seller, no circumstances exist which would reasonably time be expected to materially adversely affect such qualification or exemption. With respect subject to any Surviving Plan (as defined belowLien imposed under Code Section 412(n) (i) Sellers have not incurred any withdrawal liability under Subtitle E by reason of Title IV the failure of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected Pennzoil or its Affiliates to have, individually make timely installments or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedother payments required by Code Section 412.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that: (a) Schedule 9.02 lists each Employee Plan that Section 9.01 covers any Employee, copies of all of which, and a summary plan description of each, have previously been furnished to Buyer. With respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis and Seller has provided the most recently filed Form 5500. (b) Schedule 9.02 also includes a list of each Benefit Arrangement of Seller, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Disclosure Letter contains a correct and complete list identifying each material Employee Plans or Benefit Arrangements listed on Schedule 9.02 is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt “employee benefit planprohibited transaction,” as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) of ERISA, each material employment, severance Neither Seller nor any ERISA Affiliate maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by the Sellers or any of their ERISA Affiliates and covers expects to incur liability with respect to any Employee as Plan subject to Title IV of the date hereofERISA. Copies Seller has not incurred nor does it reasonably expect to incur any liability with respect to any transaction described in Section 4069 of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiesf) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination or opinion letter with respect to that effect from each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the IRS andapplicable requirements prescribed by any and all statutes, to the Knowledge of any Sellerorders, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. rules and regulations. (g) With respect to the Business Employees and former Business Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Balance Sheet. (i) Sellers have not incurred No Employee will become entitled to any withdrawal liability under Subtitle E bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s The Seller hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying Purchaser that: (i) Schedule 5.05(b)(i) lists each material “"employee benefit plan,” ", as such term is defined in Section 3(3) of ERISA, which (A) is subject to any provision of ERISA, (B) is maintained, administered or contributed to by the Seller or any of its ERISA Affiliates, and (C) covers any employee of the Business (hereinafter referred to collectively as the "Employee Plans"), and (ii) lists each material employment, severance or other similar contractcontract and any material arrangement, planpolicy, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, employee assistance programworkers' compensation, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance vacation benefits, retirement benefits and or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-employment retirement insurance, compensation or retirement benefits which (including compensationD) is not an Employee Plan, pensionand (E) is entered into, health, medical or life insurance benefits) which is maintained, administered maintained or contributed to to, as the case may be, by the Sellers Seller or any of their ERISA Affiliates its subsidiaries. Such contracts, plans and covers any Employee as arrangements listed in clause (ii) of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans preceding sentence are hereinafter referred to collectively herein as the “Employee Plans"Benefit Arrangements.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document " The Purchaser and the Seller agree that such Schedule 5.05(b)(i) may be amended or supplemented prior to the Closing Date. (ii) With respect to each Employee Plan, the Seller has provided (or will prior to Closing provide) a true and complete copy of such plan document and the most recently filed Form 5500. Except as Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement except where any such failure to do so would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect. (iii) No Employee Plan is (x) a Multiemployer Plan, each (y) an International Plan or (z) subject to Title IV of ERISA. None of the Seller nor any of the Seller's Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA that could become, after the Closing Date, an obligation of the Purchaser or any of its Affiliates. (iv) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to that effect from Section 501(a) of the IRS and, Code. The Seller has furnished or will furnish prior to the Knowledge Closing to the Purchaser copies of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification the most recent Internal Revenue Service determination or exemption. With notification letters with respect to each such Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any Surviving Plan (as defined below) (i) Sellers have and all statutes, orders, rules and regulations, including but not incurred limited to ERISA and the Code, which are applicable to such Plan, except where any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as such failure to do so would reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect. (v) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) by reason of the failure of the Seller or its Affiliates to make timely installments or other payments required by Code Section 412. (vi) With respect to the employees of the Business, there are no employee post-retirement medical or health plans in effect, except as required by Section 601 of ERISA or applicable state law and (ii) Sellers the Purchaser shall have not received any notification, that no responsibility for any such Surviving Plan is retiree benefits. (vii) The Seller has made available to the Purchaser copies of all material Employee Plans or Benefit Arrangements. Except as disclosed in reorganization or such copies, there has been terminatedno amendment to, written interpretation of or announcement (whether written or not written) by the Seller relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the most recent fiscal year.

ERISA Representations. Albertson’s Parent and Seller, jointly and severally, hereby represents represent and warrants warrant to Buyer that Section 9.01 and SVT that: (a) Schedule 8.02 of the Disclosure Letter contains Schedule lists each Employee Plan that covers any Employee, copies of all of which, and a correct summary plan description of each, have previously been furnished to Buyer and complete SVT. With respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis and Seller has provided the most recently filed Form 5500. (b) Schedule 8.02 of the Disclosure Schedule also includes a list identifying of each material “employee benefit planBenefit Arrangement, copies or descriptions of which have been made available or furnished previously to Buyer and SVT. (c) None of the Employee Plans or Benefit Arrangements listed on Schedule 8.02 of the Disclosure Schedule is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt "prohibited transaction,” " as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) To Seller's Knowledge, neither Seller nor any of ERISAits Subsidiaries, each material employmentnor any ERISA Affiliate thereof, severance maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by the Sellers or expects to incur liability with respect to any Multiemployer Plan or Employee Plan subject to Title IV of ERISA. Neither Seller nor any of their its Subsidiaries, nor any ERISA Affiliates and covers Affiliate thereof, has incurred or reasonably expects to incur any Employee as liability with respect to any transaction described in Section 4069 of the date hereof. Copies of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiesf) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Seller has furnished to Buyer and SVT copies of the most recent Internal Revenue Service determination or opinion letter with respect to that effect from each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the IRS andapplicable requirements prescribed by any and all statutes, to the Knowledge of any Sellerorders, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. rules and regulations. (g) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B 45 or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Closing Balance Sheet. (i) Sellers have not incurred No Employee will become entitled to any withdrawal liability under Subtitle E bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s The Seller hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying Purchaser that: (i) Schedule 5.06(b)(i) lists (A) each material “"employee benefit plan,” " as such term is defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Seller or any of their its ERISA Affiliates which covers employees of Seller or any of its ERISA Affiliates or in which such employees participate other than any plan exempt from ERISA pursuant to Section 4(b)(4) of ERISA (hereinafter referred to collectively as the "Employee Plans") and covers (B) each material employment, severance or other similar contract and material policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, (2) is entered into, maintained or contributed to, as the case may be, by the Seller or any of its subsidiaries to cover employees or former employees of the Seller or any of its subsidiaries, (3) is not entered into, maintained or contributed to primarily for the benefit of persons substantially all of whom are nonresident aliens of the United States and (4) is not an International Plan. Such contracts, policies, plans and arrangements described in clause (B) above are hereinafter referred to collectively as the "Benefit Arrangements." Schedule 5.06(b)(i) lists all fees and/or termination penalties applicable to investment of the assets of any Employee as Plan intended to qualify under Code Section 401(a) which could be imposed upon termination of an Employee Plan against the assets of such Employee Plan. (ii) No Employee Plan is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the date hereofCode. Copies Neither the Seller nor any of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared Seller's ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred previously covered by Title IV of ERISA, or has maintained a plan subject to collectively herein as the “Employee PlansSection 412 of ERISA, for which any liability remains outstanding.” Albertson’s agrees to use its commercially (iii) To Seller's knowledge after reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectinquiry, each Employee Plan Plan, which is intended to be qualified under Section section 401(a) of the Code Code, is so qualified and has received or, if such Employee Plan fails to be so qualified, can become qualified on a determination letter to that effect from the IRS andretroactive basis, or Seller will notify Purchaser of such failure prior to the Knowledge rollover of any Seller, no circumstances exist which would reasonably participant's accounts from such plan to any plan of the Purchaser. (iv) The Acquired Assets are not now nor will they after the passage of time be expected subject to materially adversely affect such qualification any Lien imposed under Code Section 412(n) by reason of the failure of the Seller or exemption. its ERISA Affiliates to make timely installments or other payments required by Code Section 412 with respect to any plan maintained by Seller or its ERISA Affiliates prior to the Closing. (v) With respect to the employees of the Seller or any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV the Seller's Subsidiaries the principal work location of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or which is located in the aggregateUnited States who are residents or citizens of the United States, a Material Adverse Effectthere are no employee post-retirement medical or health plans in effect, and except as required by COBRA. (iivi) Sellers have not received No ERISA Affiliate of Seller maintains (A) any notificationEmployee Plans which are intended to qualify under Code section 401(a), that or (B) any such Surviving Plan is in reorganization or has been terminatedBenefit Arrangement.

ERISA Representations. Albertson’s CSTM hereby represents and warrants to Buyer West that: (a) Schedule 7.02 lists each Employee Plan that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any employee of CSTM, copies or descriptions of all of which have previously been made available or furnished to West. With respect to each Employee Plan, CSTM has provided the most recently filed Form 5500 and an accurate summary description of such plan. CSTM has provided West with complete age, salary, service and related data as of the most recent practicable date hereoffor employees of CSTM. (b) Schedule 7.02 also includes a list of each significant Benefit Arrangement. Copies or descriptions of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) Benefit Arrangements have been made available or furnished previously to Buyer together with, if applicable, the most recently filed annual report West. (Form 5500 including, if applicable, Schedule B theretoc) No Employee Plan is a Multiemployer Plan and tax return (Form 990) prepared no Employee Plan is subject to Title IV of ERISA. CSTM has not incurred any liability under Title IV of ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred to collectively herein as the “Employee Planspreviously covered by Title IV of ERISA.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (d) Each Employee Plan which is intended to be qualified under Section 401(a401 (a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501 (a) of the Code. CSTM has furnished to West copies of the most recent Internal Revenue Service determination letter letters with respect to that effect from each such plan. Each Employee Plan has been maintained in compliance in all material respects with its terms and with the IRS andrequirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge of Code, which are applicable to such plan. (e) Each Benefit Arrangement has been maintained in substantial compliance in all material respects with its terms and with the requirements prescribed by any Sellerand all statutes, no circumstances exist orders, rules and regulations which would reasonably be expected are applicable to materially adversely affect such qualification or exemption. Benefit Arrangement. (f) With respect to the employees and former employees of CSTM, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions, reserves and premium payments required to be made or accrued under each Employee Plan and Benefit Arrangement through the date hereof have been made or accrued and as of the Closing Date will be made or accrued. Except as disclosed in writing to West prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by CSTM or any Surviving of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the period ending on the Balance Sheet Date. (as defined belowh) There is no contract, agreement, plan or arrangement covering any employee or former employee of CSTM that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) Sellers have not No tax under Section 4980B of the Code has been incurred in respect of any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) Employee Plan that remains unsatisfiedis a group health plan, as would reasonably be expected defined in Section 5000(b)(1) of the Code. (j) No employee of CSTM will become entitled to haveany bonus, individually retirement, severance or in similar benefit or enhanced benefit solely as a result of the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s The Sellers hereby represents represent and warrants warrant to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying Purchasers that: (i) Schedule 5.07(b)(i) lists each material “"employee benefit plan,” ", as such term is defined in Section 3(3) of ERISA, each material employmentwhich (A) is subject to any provision of ERISA, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oralB) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and (C) covers any Employee as employee of the date hereofBusiness (hereinafter referred to collectively as the "Employee Plans") and (ii) lists each employment, severance or other similar contract and any material arrangement, policy, plan or arrangement providing for insurance coverage (including any self- insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (D) is not an Employee Plan, (E) is entered into, maintained or contributed to, as the case may be, by the Sellers or any of their subsidiaries and (F) covers any U.S. employee of the Business. Copies Such contracts, plans and arrangements are hereinafter referred to collectively as the "Benefit Arrangements." (ii) With respect to each Employee Plan, the Sellers have provided (or will prior to Closing provide) a true and complete copy of such plans (and, if applicable, related trust or funding agreements or insurance policies) plan document and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including5500. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, if applicableorders, Schedule B thereto) rules and tax return (Form 990) prepared in connection with regulations which are applicable to such Benefit Arrangement except where any such plan or trust. Such plans are referred failure to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as do so would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect. (iii) No Employee Plan is (x) a Multiemployer Plan, each (y) an International Plan or (z) subject to Title IV of ERISA. None of the Sellers nor any of the Sellers' Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA that could become, after the Closing Date, an obligation of the Purchasers or any of their Affiliates. (iv) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to that effect from Section 501(a) of the IRS and, Code. The Sellers have furnished to the Knowledge Purchasers copies of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification the most recent Internal Revenue Service determination or exemption. With notification letters with respect to each such Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any Surviving Plan (as defined below) (i) Sellers have and all statutes, orders, rules and regulations, including but not incurred limited to ERISA and the Code, which are applicable to such Plan, except where any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as such failure to do so would reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect. (v) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) by reason of the failure of the Sellers or their Affiliates to make timely installments or other payments required by Code Section 412. (vi) With respect to the employees of the Business, there are no employee post-retirement medical or health plans in effect, except as required by Section 601 of ERISA and Purchasers shall have no responsibility for any such retiree benefits other than as set forth in Schedule 5.07(b)(vi). (iivii) The Sellers have not received any notificationmade available to Purchasers copies of all material Employee Plans or Benefit Arrangements. Except as disclosed in such copies, that any such Surviving Plan is in reorganization or there has been terminatedno amendment to, written interpretation of or announcement (whether written or not written) by the Sellers relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the most recent fiscal year. (viii) Except as set forth on Schedule 5.07(b)(viii), no Transferred Employee will become entitled to any retirement, severance or similar benefit solely as a result of the transactions contemplated hereby. (ix) Except as set forth on Schedule 5.07(b)(ix), there is no contract, agreement, plan or arrangement covering any Transferred Employee that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Code Section 280G.

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 The fair value of the Disclosure Letter contains a correct and plan assets of all employee pension plans maintained by the Borrower or its ERISA Affiliates exceed the projected benefit obligations of such plans for service rendered to the close of the most recent complete list identifying each material “plan year of such plans, as determined in accordance with GAAP. No employee benefit plan,” pension plan maintained by the Borrower or any ERISA Affiliate which is subject to Part 3 of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") has an accumulated funding deficiency (as defined in Section 3(3302(a) of ERISA), no reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any employee pension plan maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA, no liability has been asserted against the Borrower or any ERISA Affiliate by the Pension Benefit Guaranty Corporation ("PBGC") or by a trustee appointed pursuant to Section 4042(b) or (c) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms no lien has been attached and no Person has threatened to attach a lien to any of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Borrower's or any ERISA Affiliate's property as a result of their failure to comply with ERISA Affiliates and covers any Employee or as a result of the date hereoftermination of any employee pension plan covered by Title IV of ERISA. Copies Each employee pension plan (as defined in Section 3(2) of such plans (and, if applicable, related trust ERISA) maintained for employees of the Borrower or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan ERISA Affiliate which is intended to be qualified under Section 401(a) of the Code, including all amendments to such plan or to any trust agreement, group annuity or insurance contract or other governing instrument, is the subject of a favorable determination by the Internal Revenue Service with respect to its qualification under Section 401(a) of the Code is so qualified or, as to those amendments not yet subject to such a determination, such amendments meet the requirements of Section 401(a) of the Code in all material respects or, if they do not, the Borrower will take all necessary action to conform such nonconforming amendments to the requirements of Section 401(a) of the Code and has received the Borrower will exercise its best efforts to obtain such a favorable determination letter to that effect from the IRS and, to the Knowledge within a reasonable period of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemptiontime. With respect to any Surviving Plan multiemployer pension plan (as defined belowin Section 3(37) of ERISA) to which the Borrower or any ERISA Affiliate is or has been required to contribute subsequent to September 25, 1980: (i) Sellers have not incurred any no material withdrawal liability under Subtitle E (within the meaning of Title IV Section 4201 of ERISA) has been incurred by the Borrower or any ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and Affiliate; (ii) Sellers have not received no material withdrawal liability has been asserted against the Borrower or any notification, that ERISA Affiliate by a sponsor or an agent of a sponsor of any such Surviving Plan multiemployer plan; (iii) no such multiemployer pension plan is in reorganization or has been terminated.in

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 The fair value of the Disclosure Letter contains a correct and plan assets of all employee pension plans maintained by the Borrower or its ERISA Affiliates exceed the projected benefit obligations of such plans for service rendered to the close of the most recent complete list identifying each material plan year of such plans, as determined in accordance with GAAP. No employee pension plan maintained by the Borrower or any ERISA Affiliate which is subject to Part 3 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“employee benefit plan,” ERISA”) has an accumulated funding deficiency (as defined in Section 3(3302(a) of ERISA), no reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any employee pension plan maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA, no liability has been asserted against the Borrower or any ERISA Affiliate by the Pension Benefit Guaranty Corporation (“PBGC”) or by a trustee appointed pursuant to Section 4042(b) or (c) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms no lien has been attached and no Person has threatened to attach a lien to any of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Borrower’s or any ERISA Affiliate’s property as a result of their failure to comply with ERISA Affiliates and covers any Employee or as a result of the date hereoftermination of any employee pension plan covered by Title IV of ERISA. Copies Each employee pension plan (as defined in Section 3(2) of such plans (and, if applicable, related trust ERISA) maintained for employees of the Borrower or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan ERISA Affiliate which is intended to be qualified under Section 401(a) of the Code, including all amendments to such plan or to any trust agreement, group annuity or insurance contract or other governing instrument, is the subject of a favorable determination by the Internal Revenue Service with respect to its qualification under Section 401(a) of the Code is so qualified or, as to those amendments not yet subject to such a determination, such amendments meet the requirements of Section 401(a) of the Code in all respects or, if they do not, the Borrower will take all necessary action to conform such nonconforming amendments to the requirements of Section 401(a) of the Code and has received the Borrower will exercise its best efforts to obtain such a favorable determination letter to that effect from the IRS and, to the Knowledge within a reasonable period of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemptiontime. With respect to any Surviving Plan multiemployer pension plan (as defined belowin Section 3(37) of ERISA) to which the Borrower or any ERISA Affiliate is or has been required to contribute subsequent to September 25, 1980, (i) Sellers have not incurred any no material withdrawal liability under Subtitle E (within the meaning of Title IV Section 4201 of ERISA) has been incurred by the Borrower or any ERISA Affiliate, (“Withdrawal Liability”ii) that remains unsatisfiedno material withdrawal liability has been asserted against the Borrower or any ERISA Affiliate by a sponsor or an agent of a sponsor of any such multiemployer plan, (iii) no such multiemployer pension plan is in reorganization (as would reasonably be expected to have, individually or defined in the aggregate, a Material Adverse EffectSection 4241(a) of ERISA), and (iv) neither the Borrower nor any ERISA Affiliate has any unfilled obligation to contribute to any such multiemployer pension plan. As used in this Agreement, “ERISA Affiliate” means (i) any corporation included with the Borrower in a controlled group of corporations within the meaning of Section 414(b) of the Code, (ii) Sellers have any trade or business (whether or not received incorporated or for-profit) which is under common control with the Borrower within the meaning of Section 414(c) of the Code, (iii) any notificationmember of an affiliated service group of which the Borrower is a member within the meaning of Section 414(m) of the Code, that and (iv) any such Surviving Plan is in reorganization or has been terminatedother entity treated as being under common control with the Borrower under Section 414(o) of the Code.

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that (a) Section 9.01 9.2(a) of the Disclosure Letter contains a correct Schedule is an accurate and complete list identifying of each material “"employee benefit plan,” ", as defined in Section 3(3) of ERISA, each material employmentthat (i) is subject to any provision of ERISA, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oralii) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Seller or any of their its ERISA Affiliates and (iii) covers any Employee as employee or former employee of the date hereofCompany or any Subsidiary. Copies Such plans are hereinafter referred to as the "Employee Plans". Seller has furnished or made available to Purchaser copies of such plans (and, if applicable, related trust or funding agreements or insurance policiesagreements) and all amendments thereto and written interpretations thereof together with (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documentsi) have been made available to Buyer together with, if applicable, the most recently filed recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan (Form 5500 including accompanying schedules) and (ii) if applicable, the most recent actuarial valuation report prepared in connection with any such plan. Section 9.2(a) of the Disclosure Schedule identifies each Employee Plan that is a Title IV Plan. (b) Neither the Seller nor any ERISA Affiliate of Seller has incurred any liability under Title IV of ERISA arising in connection with the termination of, or trust. Such plans are referred to collectively herein as complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA that could become a liability of the “Employee Plans.” Albertson’s agrees to use Purchaser or any of its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to ERISA Affiliates after the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each . (c) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is and each amendment thereto, has been determined by the Internal Revenue Service to be so qualified and no such determination has received been revoked and no plan amendment that is not the subject of a favorable determination letter would affect the qualification of the plan or the validity of the plan's favorable determination letter. Seller has provided Purchaser with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code. No Employee Plan is a Multiemployer Plan. (d) Section 9.2(d) of the Disclosure Schedule is an accurate and complete list of each Benefit Arrangement. Seller has furnished or made available to Purchaser copies of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations. (e) Except as set forth in Section 9.2(e) of the Disclosure Schedule, there is no contract, agreement, plan or arrangement with respect to which the Company or any Subsidiary has any liability that effect from provides for the IRS andpayment to any employee or former employee of the Company or any Subsidiary of more than $75,000 in any calendar year. (f) Except as set forth in Section 9.2(f) of the Disclosure Schedule, no employee or former employee of the Company or any of its Subsidiaries will become entitled to any bonus, retirement, severance, job security or similar benefit solely as a result of the transactions contemplated hereby. (g) Except as set forth in Section 9.2(g) of the Disclosure Schedule, to the Knowledge knowledge of any Seller, there are no circumstances exist which would reasonably be expected to materially adversely affect such qualification governmental inspections, investigations, audits or exemption. With examinations currently pending or threatened with respect to any Surviving Employee Plan or Benefit Arrangement. There exists no material action, suit or claim (other than routine claims for benefits) with respect to any Employee Plan or Benefit Arrangement pending or to the knowledge of Seller threatened against any of such plans or arrangements. (h) Except as defined below) to matters described in Section 3.10 of the Disclosure Schedule, to the knowledge of Seller, there are no facts or events, including the consummation of the transaction contemplated by this Agreement, that could lead to the imposition of any material liability on the Purchaser or any of its ERISA Affiliates, of whatever nature including the provision of employee benefits with respect to the employment of any employees of Seller or its Subsidiaries who are not Transferred Employees. (i) Sellers have not incurred Except as provided in Section 9.6(a), all material benefits due and payable to any withdrawal liability of the Transferred Employees under Subtitle E the Employee Plans and Benefit Arrangements as of Title IV the Closing Date will be paid thereto by or on behalf of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedSeller.

ERISA Representations. Albertson’s Seller hereby represents and warrants to --------------------- Buyer that: (a) Schedule 9.02 lists each Employee Plan and each Benefit Arrangement ------------- that Section 9.01 covers any employee or former employee of the Disclosure Letter contains a correct Business, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, Seller has provided the most recently filed Form 5500 and complete list identifying each material “an accurate summary description of such plan. (b) No Employee Plan is an "employee pension benefit plan,” " as that term is ----------------------------- defined in Section 3(2) of ERISA. (c) Neither the Company nor any ERISA Affiliate maintains or has ever maintained or contributed to any Multiemployer Plan or Employee Plan subject to Title IV of ERISA. (d) None of the Employee Plans or other Benefit Arrangements listed on Schedule 9.02 covers any non-United States employee or former employee of the Business. (e) No "prohibited transaction", as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan; (f) Each Benefit Arrangement has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan or Benefit Arrangement. (g) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent (i) reflected on the Closing Balance Sheet or (ii) retained by Seller. Except as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (h) There is no contract, agreement, plan or arrangement covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (i) No tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of ERISAthe Code. Seller shall comply with the notice and coverage requirements of Section 4980B of the Code with respect to any Transferred Employees, each material employmentas defined below. (j) With respect to the employees and former employees of the Company, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (k) No employee of the Business will become entitled to any bonus, retirement, severance or similar contract, plan, arrangement benefit or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee enhanced benefit solely as a result of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Planstransactions contemplated hereby.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminated.

ERISA Representations. Albertson’s hereby represents Seller and warrants each Shareholder hereby, severally represent and warrant to Buyer that: (a) SCHEDULE 7.02(a) attached hereto lists each Employee Plan and each Benefit Arrangement that Section 9.01 covers any employee of the Disclosure Letter contains a correct Seller, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, Seller has provided the most recently filed Form 5500 and an accurate summary description of such plan. Seller has provided Buyer with complete list identifying age, salary, service and related data as of the most recent practicable date for each material “employee benefit plan,” of Seller. (b) Neither the Seller nor any ERISA Affiliate maintains or has ever maintained or contributed to any Multiemployer Plan or Employee Plan subject to Title IV of ERISA. (c) None of the Employee Plans or Benefit Arrangements listed on SCHEDULE 7.02 (a) covers any non-United States employee or non-United States former employee of the Seller. (d) No "prohibited transaction", as defined in Section 3(3) 406 of ERISAERISA or Section 4975 of the Code, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed has occurred with respect to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans Plan. (and, if applicable, related trust or funding agreements or insurance policiese) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination letter letters with respect to each such Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan. (f) Each Benefit Arrangement has been maintained in compliance with its terms and in all material respects with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Benefit Arrangement. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that effect from would increase materially the IRS and, expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the Knowledge date hereof. (h) No Tax under Section 4980B or 4980D of the Code has been incurred in respect of any SellerEmployee Plan that is a group health plan, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. as defined in Section 5000(b)(1) of the Code. (i) With respect to the employees and former employees of the Seller, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (j) No employee of the Seller will become entitled to any Surviving Plan bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (as defined belowk) (i) Sellers have not incurred There is no contract or agreement of any withdrawal liability under Subtitle E kind covering any employee or former employee of Title IV of ERISA (“Withdrawal Liability”) Seller that remains unsatisfied, as would reasonably be expected to have, individually prevent such employee or in former employee from becoming employed by Buyer on or after the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedClosing Date.

ERISA Representations. Albertson’s hereby represents and warrants (a) Schedule 3.16(a) _____________________ identifies each Employee Plan. Seller has furnished or made available to Buyer that Section 9.01 copies of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA45 Employee Plans, each material employmentsummary plan descriptions, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) agreements, and all amendments thereto together with (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documentsi) have been made available to Buyer together with, if applicable, the most recently filed recent annual report prepared in connection with any Employee Plan (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990ii) the most recent actuarial valuation report prepared in connection with any such Employee Plan. (b) There is no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code, with respect to any pension plan of Seller or trustany ERISA Affiliate of Seller. Such plans are referred Neither Seller nor any ERISA Affiliate of Seller has incurred, or reasonably expects to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document incur prior to the Closing Date (other than a liability for premiums under Section 4007 of ERISA), any liability under Title IV of ERISA that will not be satisfied in full as of the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each . (c) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter to that effect from the IRS andInternal Revenue Service and has pending a request for a determination timely filed with the Internal Revenue Service in respect of compliance with the Tax Reform Act of 1986. Except as described in Schedule 3.16(c), each Employee Plan that is not a Multiemployer Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge Code. No Employee Plan is a Multiemployer Plan or a multiple employer plan (within the meaning of Section 413(c) of the Code). (d) Schedule 3.16(d)(i) identifies each Benefit Arrangement. Seller has furnished or made available to Buyer copies or descriptions of each Benefit Arrangement. Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any Sellerand all applicable statutes, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. orders, rules and regulations. (e) Each Employee Plan that is a "group health plan" (as defined in Section 4980B of the Code) has been operated in material compliance with Section 4980B of the Code at all times. (f) With respect to any Surviving Employee Plan (that provides disability benefits, the amounts accrued on the September Adjusted Balance Sheets in accordance with FAS 112 are reasonably sufficient to pay all future obligations to the Transferred Employees who are disabled as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedBalance Sheet Date.

ERISA Representations. Albertson’s Each of the Companies and each Company Shareholder, jointly and severally, hereby represents and warrants to Buyer Parent that: (a) Schedule 9.02 lists each Employee Plan that Section 9.01 covers any employee of the Disclosure Letter contains Companies or any Subsidiary, copies or descriptions of all of which have previously been made available or furnished to Parent. With respect to each Employee Plan, the Companies have provided Parent with the most recently filed Form 5500 and an accurate summary description of such plan. The Companies have provided Parent with complete age, salary, service and related data as of the most recent practicable date for employees of the Companies and the Subsidiaries. (b) Schedule 9.02 also includes a correct and complete list identifying of each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or other similar contract, plan, arrangement or policy (written or oral) and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation severance benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, employee assistance programworkers' compensation, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance vacation benefits, retirement benefits and or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation or post-employment retirement insurance, compensation or retirement benefits which (including compensationi) is not an Employee Plan, pension(ii) is entered into, health, medical or life insurance benefits) which is maintained, administered maintained or contributed to to, as the case may be, by the Sellers Company Shareholders or any of their ERISA Affiliates and (iii) covers any Employee as employee or former employee of the date hereofCompanies or any Subsidiary. Copies Such contracts, plans and arrangements as are described above, copies or descriptions of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) of which have been made available or furnished previously to Buyer together withParent, if applicableare hereinafter referred to collectively as the "Benefit Arrangements." (c) None of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 covers any non-United States employee or former employee of the Companies or any Subsidiary. (d) No Employee Plan is a Multiemployer Plan and no Employee Plan is subject to Title IV of ERISA. The Companies and its ERISA Affiliates have not incurred, the most recently filed annual report (Form 5500 includingnor do they reasonably expect to incur, if applicable, Schedule B thereto) and tax return (Form 990) prepared any liability under Title IV or ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred to collectively herein as the “Employee Planspreviously covered by Title IV of ERISA.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (e) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Companies have furnished to Parent copies of the most recent Internal Revenue Service determination letter letters with respect to that effect from each such plan. Each Employee Plan has been maintained in compliance with its terms and with the IRS andrequirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge of Code, which are applicable to such plan. (f) Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any Sellerand all statutes, no circumstances exist orders, rules and regulations which would reasonably be expected are applicable to materially adversely affect such qualification or exemption. Benefit Arrangement. (g) With respect to the employees and former employees of the Companies and the Subsidiaries, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. No tax under Section 4980B or Section 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent reflected on the Closing Balance Sheet. Except as disclosed in writing to Parent prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether written or not written) by the Companies or any of their ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement. (i) Sellers have not incurred No employee of the Companies or any withdrawal liability under Subtitle E Subsidiary will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of Title IV the transactions contemplated hereby. (j) No "prohibited transaction" as defined in Section 4.06 of ERISA (“Withdrawal Liability”) that remains unsatisfiedor Section 4975 of the Code, as would reasonably be expected has occurred with respect to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedEmployee Plan.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that: (a) Schedule 10.2 lists each Employee Plan and Benefit Arrangement that Section 9.01 covers any Employee. Seller has made available to Buyer correct and complete copies of all Employee Plans and Benefit Arrangements and, where applicable, each of the following documents with respect to such Employee Plans or Benefit Arrangements: (i) any amendments; (ii) any related trust documents; (iii) any documents governing the investment and management of the Employee Plan or the Benefit Arrangement, or the assets thereof, including any documents relating to fees incurred by the sponsor or participants and beneficiaries; (iv) the most recent summary plan descriptions and summaries of material modifications; (v) written communications to employees to the extent the substance of the Employee Plans and Benefit Arrangements described therein differ materially from the other documentation furnished under this clause; and (vi) copies of the Federal Form 5500 series and accountant’s opinion, if applicable, for each Employee, for the three plan years preceding the Closing Date. (b) None of the Employee Plans or Benefit Arrangements listed on Schedule 10.2 of the Disclosure Letter contains a correct and complete list identifying each material Schedule is subject to the laws of any jurisdiction outside the United States. (c) No non-exempt “employee benefit planprohibited transaction,” as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (d) of ERISA, each material employment, severance Neither Seller nor any ERISA Affiliate maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by the Sellers or expects to incur liability with respect to any Multiemployer Plan or Employee Plan subject to Title IV of their ERISA Affiliates and covers any Employee as or Section 412 of the date hereofCode. Copies Neither Seller nor any ERISA Affiliate has incurred nor does it reasonably expect to incur any liability with respect to any transaction described in Section 4069 of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiese) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to Section 501(a) of the Code. No event has occurred that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would will or could reasonably be expected to materially adversely affect give rise to disqualification of any such qualification Employee Plan or exemptionto a tax under Section 511 of the Code. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination or opinion letter with respect to each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the applicable requirements prescribed by any and all statutes, orders, rules and regulations and neither the Seller nor any ERISA Affiliate has received any outstanding written notice from any governmental or quasi-governmental authority questioning or challenging such compliance. (f) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (g) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Closing Balance Sheet. (h) Except as set forth in Schedule 3.17(f), no Employee will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (i) Sellers have not incurred Neither the Seller nor any withdrawal ERISA Affiliate nor any of their respective directors, officers, employees or any other fiduciary has committed any breach of fiduciary responsibility imposed by ERISA that would subject the Seller or any ERISA Affiliate or any of their respective directors, officers or employees to liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedERISA.

ERISA Representations. Albertson’s hereby represents The Seller and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct Allenbach, jointly and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ sever▇▇▇▇, ▇▇▇ ▇eby represent and warrant to Buyer that: (a) Schedule 8.02 lists each Employee Plan Documentsthat covers any employee of the Seller, copies or descriptions of all of which have previously been made available or furnished to Buyer. With respect to each Employee Plan, the Seller has provided the most recently filed Form 5500 and an accurate summary description of such plan. The Seller has provided Buyer with complete age, salary, service and related data as of the most recent practicable date for employees of the Seller. (b) Schedule 8.02 also includes a list of each Benefit Arrangement which (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by Seller or any of its Affiliates and (iii) covers any employee or former employee of the Seller. Copies or descriptions of all Benefit Arrangements have been made available or furnished previously to Buyer together with, if applicable, the most recently filed annual report Buyer. (Form 5500 including, if applicable, Schedule B theretoc) No Employee Plan is a Multiemployer Plan and tax return (Form 990) prepared no Employee Plan is subject to Title IV of ERISA. The Seller and its Affiliates have not incurred any liability under Title IV or ERISA arising in connection with the termination of any such plan covered or trust. Such plans are referred to collectively herein as the “Employee Planspreviously covered by Title IV of ERISA.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (d) Each Employee Plan which is intended to be qualified under Section 401(a401 (a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501 (a) of the Code. The Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination letter letters with respect to that effect from each such plan. Each Employee Plan has been maintained in compliance with its terms and with the IRS andrequirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge of Code, which are applicable to such plan. (e) Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any Sellerand all statutes, no circumstances exist orders, rules and regulations which would reasonably be expected are applicable to materially adversely affect such qualification or exemption. Benefit Arrangement. (f) With respect to the employees and former employees of the Seller, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (g) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date. Except as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any Surviving of its ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (as defined belowh) There is no contract, agreement, plan or arrangement covering any employee or former employee of the Seller that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 28OG of the Code. (i) Sellers have not No tax under Section 4980B of the Code has been incurred in respect of any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) Employee Plan that remains unsatisfiedis a group health plan, as would defined in Section 5000(b)(1) of the Code. (j) No employee of the Seller will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (k) The Seller does not have, nor is it reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedliability under Title IV of ERISA.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that that: (a) Seller Disclosure Schedule Section 9.01 of the Disclosure Letter 9.01(a) contains a correct and complete list identifying each material “employee benefit plan,” "EMPLOYEE BENEFIT PLAN", as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical severance benefits, employee assistance program, disability or sick leave retirement benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, or medical or life insurance benefits) other employee benefits which is maintained, administered or contributed to by the Sellers Seller or any Affiliates of their ERISA Affiliates Seller and covers any Employee as employee or former employee of the date hereofBusiness. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) and written interpretations thereof have been made available to Buyer together with, if applicable, with the most recently filed recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans"EMPLOYEE PLANS".” Albertson’s agrees (b) Neither Seller nor any ERISA Affiliate of Seller has (i) engaged in, or is a successor or parent corporation to use its commercially reasonable efforts an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document incur prior to the Closing Date. Except as would not reasonably be expected to have, individually (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Buyer or any of its ERISA Affiliates after the Closing Date. (c) None of Seller, any ERISA Affiliate of Seller and any predecessor thereof contributes to, or has in the aggregatepast contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a Material Adverse Effect, each "MULTIEMPLOYER PLAN"). (d) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to that effect from Buyer copies of the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With most recent Internal Revenue Service determination letters with respect to any Surviving each such Employee Plan. Each Employee Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedmaintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan.

ERISA Representations. Albertson’s Each Seller hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter that: (a) Schedule 8.02(a) contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement or early retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Seller or any of their its ERISA Affiliates or other Affiliates and covers any Employee as employee or former employee of the date hereofBusiness, or with respect to which Seller or any of its ERISA Affiliates or other Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) and written interpretations thereof have been made available furnished to Buyer together with, if applicable, with the most recently filed recent annual report (including Form 5500 including, if applicable, Schedule B thereto) and tax return (including Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use ” (b) None of Seller, any of its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to haveERISA Affiliates or other Affiliates and any predecessor thereof sponsors, individually maintains or contributes to, or has in the aggregatepast sponsored, a Material Adverse Effectmaintained or contributed to, each any Employee Plan which subject to Title IV of ERISA or otherwise. (c) None of Seller, any ERISA Affiliate or other Affiliate of Seller and any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that effect could result in payment or assessment by or against the Business, Buyer or any of its Affiliates of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) There is no current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Business, except as required to avoid excise tax under Section 4980B of the Code. No condition exists that would prevent Seller or any of its Affiliates from amending or terminating any Employee Plan providing health or medical benefits in respect of any active employee of the IRS andBusiness. (f) All contributions and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent it is an Excluded Liability. There has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (g) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 280G or 162(m) of the Code. No Transferred Employee will become entitled to any bonus, retirement, severance, job security or similar benefit, or the enhancement of any such benefit, as a result of the Transactions. (h) The Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) by reason of the failure of Seller or its Affiliates to make timely installments or other payments required by Code Section 412. (i) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the Knowledge knowledge of any the Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification threatened against or exemption. With respect to involving, any Surviving Employee Plan (as defined below) (i) Sellers have not incurred before any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfiedcourt or arbitrator or any state, as would reasonably be expected to havefederal or local governmental body, individually agency or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedofficial.

ERISA Representations. Albertson’s hereby The Seller represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying ACI --------------------- that: (i) Schedule 7.05(b)(i) lists (A) each material “"employee benefit plan,” " ------------------- as such term is defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Seller or any of their its ERISA Affiliates, or to which the Seller or any of its ERISA Affiliates and has any obligation to contribute, which covers employees of Seller or any Employee as of the date hereof. Copies of its ERISA Affiliates or in which such plans employees participate (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are hereinafter referred to collectively herein as the “"Employee Plans.” Albertson’s agrees ") and (B) each employment, severance or other similar contract and each policy, plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits which (1) is not an Employee Plan, and (2) is entered into, maintained or contributed to use (or to which there is an obligation to contribute), as the case may be, by the Seller or any of its commercially reasonable efforts subsidiaries to furnish Buyer with a copy cover employees or former employees of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing DateSeller or any of its subsidiaries. Except as would not reasonably be expected to haveSuch contracts, individually or policies, plans and arrangements described in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(aclause (B) of the Code preceding sentence are hereinafter referred to collectively as the "Benefit Arrangements." (ii) No Employee Plan is so qualified and has received a determination letter to that effect from the IRS andmultiemployer plan, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined belowin Section 3(37) (i) Sellers have not incurred any withdrawal liability under Subtitle E of ERISA, and no Employee Plan is subject to Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or Section 412 of the Code. Neither the Seller nor any of the Seller's ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the aggregate, a Material Adverse Effect, and (ii) Sellers have not received termination of any notification, that any such Surviving Plan is in reorganization plan covered or previously covered by Title IV of ERISA or has been terminatedmaintained a plan subject to Section 412 of ERISA, for which any liability remains outstanding. (iii) With respect to the employees of the Seller or any of the Seller's Subsidiaries, there are no employee post- retirement medical or health plans in effect, except as required by COBRA.

ERISA Representations. Albertson’s Except as set forth in Section IV.02 of the Contribution Disclosure Schedule, LM hereby represents and warrants to Buyer that the Company that: (a) Section 9.01 IV.02(a) of the Contribution Disclosure Letter contains a correct and complete list identifying Schedule lists each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) Employee Plan which is maintained, administered or contributed to by LM. With respect to each such Employee Plan, LM will furnish or make reasonably available to the Sellers or any of their ERISA Affiliates Company not more than 5 Business Days after the date hereof a true and covers any Employee as complete copy of the date hereof. Copies of such plans most recent plan document (and, if applicable, related trust the most recent draft of any amendment or funding agreements or insurance policiesrestatement proposed to be adopted) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, most current summary plan description and the most recently filed annual report (Form 5500 including5500, if as applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any of each such plan or trust(the "Employee Plan Documentation"). Such plans are referred LM will identify all other Employee Plans to collectively herein as the “Employee Plans.” Albertson’s agrees to Company and use its commercially reasonable best efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior or make reasonably available to the Closing Date. Except as would not reasonably be expected to have, individually or in Company the aggregate, a Material Adverse Effect, each Employee Plan which Documentation relating thereto as soon as practicable after the date hereof. (b) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and each trust related thereto has been determined to be exempt from tax pursuant to Section 501(a) of the Code and LM is so qualified not aware of any event that has occurred since the date of such determinations, including changes in laws or regulations or modifications to such Employee Plan and has received a determination letter to that effect from any changes set forth in the IRS and, draft restatement of the LM Retirement Income Plan ("RIP I") provided to the Knowledge of any SellerCompany prior to the date hereof, no circumstances exist which that would reasonably be expected to materially adversely affect such qualification or exemptiontax exempt status. With LM will furnish or make reasonably available to the Company not more than 5 Business Days after the date hereof copies of the most recent Internal Revenue Service determination letters with respect to each Employee Plan. Neither LM nor any Surviving Plan (as defined below) (i) Sellers have not of LM's Affiliates has incurred any withdrawal liability under Subtitle E of Title IV of ERISA in connection with the termination of any plan covered or previously covered under Title IV of ERISA that could become, after the Closing Date, an obligation of the Company. (“Withdrawal Liability”c) that remains unsatisfied, as would reasonably be expected to have, individually or in Section IV.02(c) of the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan Contribution Disclosure Schedule identifies each material Benefit Arrangement which is in reorganization or has been terminatedentered into, maintained, administered or contributed to by LM. LM will furnish or make reasonably available to the Company copies or descriptions of each such Benefit Arrangement not more than 5 Business Days after the date hereof. LM shall identify all other Benefit Arrangements to the Company and use best efforts to furnish or make reasonably available to the Company copies or descriptions of such other Benefit Arrangements as soon as practicable after the date hereof. (d) To the best of the knowledge of LM, there are no oral employee benefits plans or arrangements which, if written, would constitute Employee Plans or Benefit Arrangements. (e) No Employee Plan is a "multiemployer plan" as defined in Section 3(37) of ERISA.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that that: (a) Section 9.01 10.01(a) of the Seller Disclosure Letter Schedule contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-stock- related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-post- employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers Seller or any of their its ERISA Affiliates and covers any Employee as employee or former employee of the date hereofBusiness, or with respect to which Seller or any of its ERISA Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) and written interpretations thereof have been made available furnished to Buyer together with, if applicable, with the most recently filed recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return Tax Return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees Seller has provided Buyer with, or has caused to use be provided to Buyer, complete actuarial data (including age, salary, service and related data) as of the most recent practicable date for employees of the Business. (b) None of Seller, any of its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to haveERISA Affiliates and any predecessor thereof sponsors, individually maintains or contributes to, or has in the aggregatepast sponsored, a Material Adverse Effectmaintained or contributed to, each any Employee Plan which subject to Title IV of ERISA. (c) None of Seller, any ERISA Affiliate of Seller and any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). (d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that effect from could result in payment or assessment by or against the IRS andBusiness, Buyer or any of its Affiliates of any material excise taxes under the Code. (e) There is no current or projected liability in respect of post- employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Business, except as required to avoid excise tax under Section 4980B of the Code. (f) All contributions and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent (i) reflected as a liability on the Closing Balance Sheet or (ii) is an Excluded Liability. There has been no amendment to, written interpretation of or announcement (whether or not written) by Seller or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (g) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Business that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 280G of the Code. (h) The Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) by reason of the failure of Seller or its Affiliates to make timely installments or other payments required by Code Section 412. (i) No Hired Employee will become entitled to any bonus, retirement, severance, job security or similar benefit, or the enhancement of any such benefit, as a result of the transactions contemplated hereby. (j) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification threatened against or exemption. With respect to involving, any Surviving Employee Plan (as defined below) (i) Sellers have not incurred before any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually arbitrator or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedGovernmental Authority.

ERISA Representations. Albertson’s hereby represents Parent and warrants Seller represent and warrant to Buyer that that: (a) Section 9.01 9.02(a) of the Disclosure Letter contains a correct Schedule sets forth an accurate and complete list identifying of each material “employee benefit plan,” as defined Employee Plan which does not include the arrangement described in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as 9.02(a)-1 of the date hereofDisclosure Schedule. Copies of With respect to each such plans (andEmployee Plan, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available Parent has furnished to Buyer together withan accurate and complete copy of the plan document and any associated trust agreement, if applicablethe most current summary plan description (and any summary of material modifications thereto), the most recently filed annual report (Form 5500 including(and any schedules attached thereto), if and the most recent Internal Revenue Service determination letter, as applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior such Employee Plan. Except with respect to the Closing Date. Except as would not reasonably be expected to have, individually or in arrangement set forth on Section 9.02(a)-1 of the aggregate, a Material Adverse EffectDisclosure Schedule, each Employee Plan which has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including ERISA and the Code, and any applicable collective bargaining agreement. (b) Section 9.02(b) of the Disclosure Schedule sets forth each Benefit Arrangement. Parent has furnished to Buyer accurate and complete copies of each such Benefit Arrangement and the most current summary (if any) distributed to Company Employees of each such Benefit Arrangement. Except with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, each Benefit Arrangement has been maintained in material compliance with its terms and with the requirements prescribed by any and all applicable Laws and any applicable collective bargaining agreement. (c) The Internal Revenue Service has issued a favorable determination letter with respect to each Employee Plan that is intended to be qualified qualify under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS Code, and, to the Knowledge of any Parent and Seller, except with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, no circumstances exist which event has occurred after the date of such letter that would cause or could reasonably be expected to materially adversely affect cause the disqualification of such qualification Employee Plan. (d) Except as set forth on Section 9.02(d) or exemption. With with respect to the arrangement set forth on Section 9.02(a)-1 of the Disclosure Schedule, none of Parent or any Surviving Plan ERISA Affiliate of Parent, the Company or any Subsidiary has within the past six years made any contributions (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedobligated to make any contributions) to a "Multiemployer Plan," as defined in Section 3(37) of ERISA or to a "Defined Benefit Plan," as defined in Section 3(35) of ERISA. None of Parent or any ERISA Affiliate of Parent, the Company or any Subsidiary has any liability with respect to a Multiemployer Plan or a Defined Benefit Plan that has not been satisfied in full prior to the Closing Date (other than contributions or premium payments not yet due), and none of Parent or any ERISA Affiliate of Parent, the Company or any Subsidiary is bound by any contract or agreement or has any obligation or liability under Section 4204 of ERISA. (e) There are no Employee Plans or Benefit Arrangements that provide (or will provide) medical, life insurance, death benefits or any other welfare-type benefits with respect to former employees (including retirees and dependents of former employees and retirees) of the Company or any Subsidiary, other than benefits that are required to be provided pursuant to COBRA. (f) The consummation of the transactions contemplated by this Agreement will not, separately or together, (1) except as set forth on Section 9.02(f) of the Disclosure Schedule, entitle any Company Employee to receive from Parent, the Company or any Subsidiary severance pay, unemployment compensation, or any other payment, or (2) accelerate the time of payment or vesting of, or increase the amount of, compensation due from Parent, the Company or any Subsidiary to any such Company Employee or director of the Company or any Subsidiary. (g) Except as set forth on Section 9.02(g) of the Disclosure Schedule, there are no material actions, suits or claims (other than routine claims for

ERISA Representations. Albertson’s Sellers, jointly and severally, hereby represents represent and warrants warrant to Buyer that: (a) Schedule 9.02 lists each Employee Plan that Section 9.01 of the Disclosure Letter contains a covers any Employee. Parent has previously provided to Buyer (i) correct and complete copies of all material documents embodying or relating to each Employee Plan, including all amendments thereto and material written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Employee Plan or related trust; (iv) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, with respect to each Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other Governmental Entity with respect to any Employee Plan; (vii) all material written agreements and contracts relating to each Employee Plan, including but not limited to fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Employee Plan and any proposed Employee Plans, in each case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to a Seller and which are not reflected in the current summary plan description and plan document; (ix) all forms and notices relating to the provision of post-employment continuation of health coverage; (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Employee Plan; and (xi) all discrimination and qualification tests, if any, for each Employee Plan for the most recently completed plan year. Except as set forth in Schedule 9.02, with respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis. (b) Schedule 9.02 also includes a list identifying of each material Benefit Arrangement of a Seller, copies or descriptions of which have been made available or furnished previously to Buyer. (c) Except as set forth in Schedule 9.02, none of the Employee Plans or Benefit Arrangements listed on Schedule 9.02 is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt “employee benefit planprohibited transaction,” as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) No Seller nor any ERISA Affiliate maintains or has ever maintained or contributed to or incurred or expects to incur liability with respect to any Multiemployer Plan as defined in Section 4001(a)(3) of ERISA, each material employmenta Multiple Employer Plan as defined in Section 210 of ERISA, severance or similar contract, plan, arrangement a Plan subject to Title IV of ERISA or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as Section 412 of the date hereofCode. Copies No Seller nor any ERISA Affiliate has incurred nor does it reasonably expect to incur any liability with respect to any transaction described in Section 4069 of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiesf) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to that effect from Section 501(a) of the IRS andCode. Each Employee Plan and Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the applicable requirements prescribed by any and all statutes, to the Knowledge of any Sellerorders, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. rules and regulations. (g) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Closing Balance Sheet. (i) Sellers have not incurred No Employee will become entitled to any withdrawal liability under Subtitle E bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s Seller and each Stockholder, severally but not jointly, hereby represents and warrants to Buyer that: (a) Schedule 9.02 lists each Employee Plan and each Benefit Arrangement that Section 9.01 covers any employee or former employee of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) Business, copies or descriptions of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms all of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have previously been made available or furnished to Buyer together withBuyer. With respect to each Employee Plan, if applicable, the most recently filed annual report Seller has provided an accurate summary description of such plan. (Form 5500 including, if applicable, Schedule B theretob) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to that effect from Section 501(a) of the IRS andCode. Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such plan. (c) Neither Seller nor any ERISA Affiliate maintains or has ever maintained or contributed to any Multiemployer Plan or, except as disclosed, an Employee Plan subject to Title IV of ERISA. (d) None of the Employee Plans or other Benefit Arrangements listed on Schedule 9.02 is subject to the Knowledge laws of any Sellerjurisdiction outside United States. (e) No "prohibited transaction", no circumstances exist which would reasonably be expected to materially adversely affect such qualification as defined in Section 406 of ERISA or exemption. With Section 4975 of the Code, has occurred with respect to any Surviving Employee Plan. (f) Each Benefit Arrangement has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code, which are applicable to each such Benefit Arrangement. (g) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date. Except as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether or not written) by Seller nor any ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (h) The market value of assets under each Defined Benefit Plan equals or exceeds the present value of all vested and nonvested liabilities thereunder, determined in accordance with reasonable actuarial assumptions. (i) No Defined Benefit Plan has been completely or partially terminated or been the subject of a reportable event (as defined belowin Section 4043 of ERISA) as to which notices would be (ij) Sellers have not incurred Neither Seller nor any withdrawal liability ERISA Affiliates has incurred, nor does it reasonably expect to incur, any Liability to the PBGC (other than PBGC premium payments) or otherwise under Subtitle E of Title IV of ERISA (“Withdrawal Liability”including any withdrawal liability as defined in ERISA Section 4201) or under the Code with respect to any such Defined Benefit Plan. (k) With respect to the employees and former employees of the Business, except as disclosed, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. No tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that remains unsatisfiedis a group health plan, as would reasonably be expected defined in Section 5000(b)(1) of the Code. (l) No employee of the Business will become entitled to haveany bonus, individually retirement, severance or in similar benefit or enhanced benefit solely as a result of the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s The Company hereby represents and warrants to Parent and Buyer that Section 9.01 as of the Disclosure Letter contains a date hereof that: (a) Schedule 10.2 lists each Employee Plan and Benefit Arrangement that covers any Employee. The Company has made available to Buyer correct and complete list identifying copies of all Employee Plans and Benefit Arrangements and, where applicable, each of the following documents with respect to such Employee Plans or Benefit Arrangements: (i) any amendments; (ii) any related trust documents; (iii) any documents governing the investment and management of the Employee Plan or the Benefit Arrangement, or the assets thereof, including any documents relating to fees incurred by the sponsor or participants and beneficiaries; (iv) the most recent summary plan descriptions and summaries of material “employee benefit planmodifications; (v) written communications to employees to the extent the substance of the Employee Plans and Benefit Arrangements described therein differ materially from the other documentation furnished under this clause and (vi) copies of the Federal Form 5500 series and accountant's opinion, if applicable, for each Employee, for the three plan years preceding the Closing Date. (b) None of the Employee Plans or Benefit Arrangements listed on Schedule 10.2(a) is subject to the laws of any jurisdiction outside the United States. (c) No non-exempt "prohibited transaction,” " as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (d) of ERISA, each material employment, severance Neither the Company nor any ERISA Affiliate maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by the Sellers or expects to incur liability with respect to any Multiemployer Plan or Employee Plan subject to Title IV of their ERISA Affiliates and covers any Employee as or Section 412 of the date hereofCode. Copies Neither the Company nor any ERISA Affiliate has incurred any liability with respect to any transaction described in Section 4069 of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiese) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect been so qualified during the period from the IRS and, its adoption to the Knowledge Closing Date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of any Seller, no circumstances exist which would the Code. No event has occurred that will or could reasonably be expected to materially adversely affect give rise to disqualification of any such qualification Employee Plan or exemptionto a tax under Section 511 of the Code. The Company has furnished to Buyer copies of the most recent Internal Revenue Service determination or opinion letter with respect to each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the applicable requirements prescribed by any and all statutes, orders, rules and regulations and neither the Company nor any ERISA Affiliate has received any outstanding written notice from any governmental or quasi-governmental authority questioning or challenging such compliance. (f) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (g) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date except to the extent reflected on the Financial Statements and on Schedule 10.2(g). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of their respective ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (h) Except as set forth in Schedules 6.3, 6.4 and 6.5, no Employee will become entitled to any material bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby. (i) Sellers have not incurred Neither the Company nor any withdrawal ERISA Affiliate nor any of their respective directors, officers, employees or any other fiduciary has committed any breach of fiduciary responsibility imposed by ERISA that would subject the Company or any ERISA Affiliate or any of their respective directors, officers or employees to liability under Subtitle E of Title IV of ERISA. (j) There have been no acts or omissions by the Company or any ERISA (“Withdrawal Liability”) Affiliate that remains unsatisfied, as would have given rise to or could reasonably be expected to havegive rise to material fines, individually penalties, taxes or in related charges under Sections 502(c) or 502(i) of ERISA or Chapter 43 of the aggregateCode for which the Company or any ERISA Affiliate may be liable. (k) The provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Material Adverse Effectas amended, or any equivalent state statute, and the Health Insurance Portability and Accountability Act of 1996, or any equivalent state statute, have been complied with in all material respects. (iil) Sellers have not received Except as disclosed in Schedule 10.2(k), neither the Company nor any notification, that any such Surviving Plan is in reorganization or has been terminatedERISA Affiliate maintains a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that Section 9.01 that: (a) Schedule 8.02 of the Disclosure Letter contains Schedule lists each Employee Plan that covers any Employee, copies of all of which, and a correct summary plan description of each, have previously been furnished to Buyer. With respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis and complete Seller has provided the most recently filed Form 5500. (b) Schedule 8.02 of the Disclosure Schedule also includes a list identifying of each material “employee benefit planBenefit Arrangement of Seller, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or Benefit Arrangements listed on Schedule 8.02 of the Disclosure Schedule is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt "prohibited transaction,” " as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) of ERISA, each material employment, severance Neither Seller nor any ERISA Affiliate maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by the Sellers or expects to incur liability with respect to any Multiemployer Plan or Employee Plan subject to Title IV of their ERISA. Neither Seller nor any ERISA Affiliates and covers Affiliate has incurred nor does it reasonably expect to incur any Employee as liability with respect to any transaction described in Section 4069 of the date hereof. Copies of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiesf) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination or opinion letter with respect to that effect from each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the IRS andapplicable requirements prescribed by any and all statutes, to the Knowledge of any Sellerorders, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. rules and regulations. (g) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions, reserves or premium payments accrued under each Employee Plan and Benefit Arrangement have been made as of the Closing Date or are reflected on the Closing Balance Sheet. (i) Sellers have not incurred No Employee will become entitled to any withdrawal liability under Subtitle E bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedtransactions contemplated hereby.

ERISA Representations. Albertson’s Seller hereby represents and warrants to Buyer that that: (a) Seller Disclosure Schedule Section 9.01 of the Disclosure Letter 9.01(a) contains a correct and complete list identifying each material “"employee benefit plan,” ", as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical severance benefits, employee assistance program, disability or sick leave retirement benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, or medical or life insurance benefits) other employee benefits which is maintained, administered or contributed to by the Sellers Seller or any Affiliates of their ERISA Affiliates Seller and covers any Employee as employee or former employee of the date hereofBusiness. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) and written interpretations thereof have been made available to Buyer together with, if applicable, with the most recently filed recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “"Employee Plans".” Albertson’s agrees (b) Neither Seller nor any ERISA Affiliate of Seller has (i) engaged in, or is a successor or parent corporation to use its commercially reasonable efforts an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document incur prior to the Closing Date. Except as would not reasonably be expected to have, individually (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that in either case could become a liability of Buyer or any of its ERISA Affiliates after the Closing Date. (c) None of Seller, any ERISA Affiliate of Seller and any predecessor thereof contributes to, or has in the aggregatepast contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a Material Adverse Effect, each "Multiemployer Plan"). (d) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to that effect from Buyer copies of the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With most recent Internal Revenue Service determination letters with respect to any Surviving each such Employee Plan. Each Employee Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedmaintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan.

ERISA Representations. Albertson’s The Company and each Seller, jointly and severally, hereby represents represent and warrants warrant to the Buyer that Section 9.01 as of the Disclosure Letter contains date hereof that: (a) Schedule 10.01 lists each Employee Plan that covers any Employee, copies of all of which, and a correct summary plan description of each, have previously been furnished to Buyer. With respect to each Employee Plan, all annual reports (Form 5500) required to be filed with the Internal Revenue Service or Department of Labor have been properly filed on a timely basis and complete the Company has provided the most recently filed Form 5500. (b) Schedule 10.01 also includes a list identifying of each material Benefit Arrangement of the Company, copies or descriptions of which have been made available or furnished previously to Buyer. (c) None of the Employee Plans or Benefit Arrangements listed on Schedule 10.01 is subject to the laws of any jurisdiction outside the United States. (d) No non-exempt “employee benefit planprohibited transaction,” as defined in Section 3(3406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (e) of ERISANeither the Company, each material employment, severance nor any ERISA Affiliate maintains or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered has ever maintained or contributed to by or expects to incur liability with respect to any Multiemployer Plan or Employee Plan subject to Title IV of ERISA. Neither the Sellers or Company, nor any ERISA Affiliate has incurred nor does it reasonably expect to incur any liability with respect to any transaction described in Section 4069 of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans ERISA. (and, if applicable, related trust or funding agreements or insurance policiesf) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a determination letter part thereof is exempt from tax pursuant to that effect from Section 501(a) of the IRS and, Code. The Company has furnished to the Knowledge Buyer copies of the most recent Internal Revenue Service determination or opinion letter with respect to each such Employee Plan. Each Employee Plan and Benefit Arrangement has been maintained in compliance with its terms and with the applicable requirements prescribed by any Sellerand all statutes, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. orders, rules and regulations. (g) With respect to the Employees and former Employees, there are no employee post-retirement health or welfare plans in effect, except as required by Section 4980B of the Code or applicable state law. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any Surviving Employee Plan (that is a group health plan, as defined belowin Section 5000(b)(1) of the Code. (h) All contributions and payments accrued under each Employee Plan and Benefit Arrangement, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Closing Date, will be discharged and paid on or prior to the Closing Date. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company, or any of its respective ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement that would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof. (i) Except as disclosed on Schedule 10.01, no Employee will become entitled to any material bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby (each such disclosed payment being a “Transaction Bonus”). The Sellers have agree that all Transaction Bonuses shall be for the account of the Sellers and not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably the Company and shall be expected to have, individually or in paid by the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedSellers.

ERISA Representations. Albertson’s The Seller Parties hereby represents jointly and warrants severally represent and warrant to Buyer as follows: (a) Schedule 8.2 sets forth a complete and accurate list of each Employee Plan and each Benefit Arrangement that Section 9.01 covers any employee of the Disclosure Letter contains a correct and complete list identifying Business, copies or descriptions of all of which have previously been furnished to Buyer. With respect to each material “employee benefit plan,” as defined in Section 3(3) of ERISAEmployee Plan, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, Seller has provided the most recently filed annual report (Form 5500 includingand an accurate summary description of such plan. Each Seller has provided Buyer with, if applicableor has caused to be provided to Buyer, Schedule B theretocomplete Execution Copy -------------- Asset Purchase Agreement -- Page 47 age, salary, service and related data as of the most recent practicable date for employees of the Business. (b) and tax return No Seller nor any Seller's ERISA Affiliate maintains or has ever maintained or contributed to any Multiemployer Plan or Employee Plan subject to Title IV of ERISA. (Form 990c) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Each Seller has furnished to Buyer copies of the most recent Internal Revenue Service determination letter letters with respect to that effect from each such Employee Plan. Each Employee Plan has been maintained in compliance with its terms and with the IRS andrequirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Knowledge of Code, which are applicable to such Plan. (d) Each Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any Sellerand all statutes, no circumstances exist orders, rules and regulations which would reasonably be expected are applicable to materially adversely affect such qualification or exemption. Benefit Arrangement. (e) With respect to the employees of the Business, there are no employee post-retirement medical or health plans in effect, except as required by Section 4980B of the Code. (f) Except as disclosed in writing to Buyer prior to the date hereof, there has been no amendment to, written interpretation of or announcement (whether written or not written) by any Surviving Seller or any of their ERISA Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the most recent fiscal year. (g) The Purchased Assets are not now nor will they with the passage of time become subject to any Lien imposed under Code Section 412(n) by reason of the failure of any Seller or their Affiliates to make timely installments or other payments required by Code Section 412. (h) No Employee of Sellers will receive or become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as defined below) a result of the transactions contemplated hereby, except as disclosed to Mariner prior to payment. Any severance obligation of Sellers as result of Buyer's decision not the hire an employee of Sellers as provided for in Section 8.1 shall be the sole responsibility of Sellers (i) Sellers have not incurred None of the Employee Plans or other arrangements listed on Schedule 8.2 covers any withdrawal liability under Subtitle E non-United States employee or former employee of Title IV the Business. Execution Copy -------------- (j) No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan. (“Withdrawal Liability”k) No tax under Section 4980B of the Code has been incurred in respect of any Employee Plan that remains unsatisfiedis a group health plan, as would reasonably be expected to have, individually or defined in Section 5000(b)(1) of the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminatedCode.

ERISA Representations. Albertson’s hereby represents and warrants to Buyer that Section 9.01 of the Disclosure Letter contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Sellers or any of their ERISA Affiliates and covers any Employee as of the date hereof. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto (other than the ▇T▇▇▇ ▇▇▇▇▇▇▇ Plan Documents) have been made available to Buyer together with, if applicable, the most recently filed annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” Albertson’s agrees to use its commercially reasonable efforts to furnish Buyer with a copy of each ▇T▇▇▇ ▇▇▇▇▇▇▇ Plan Document prior to the Closing Date. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the Knowledge of any Seller, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. With respect to any Surviving Plan (as defined below) (i) Sellers have not incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied, as would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) Sellers have not received any notification, that any such Surviving Plan is in reorganization or has been terminated.