Common use of Liability; Compliance Clause in Contracts

Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan has been subject to Title IV of ERISA. (iii) (A) there are no pending or, to the Knowledge of Seller, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) None of the Transferred Companies has any material Liability in respect of, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee. (v) The execution, delivery and performance of the Transaction Agreements by the Seller Parties and the Transferred Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.

Liability; Compliance. (i1) All No Group Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning nor any of Section 409A of the Code) and its ERISA Affiliates has any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan has been subject to current or contingent liability under Title IV of ERISA. With respect to each Company Benefit Plan, all contributions or payments (including all employer contributions, employee salary reduction contributions and premium or benefit payments) that are due have been made within the time periods prescribed by the terms of each such Company Benefit Plan, ERISA, the Code and applicable Law, as the case may be, and all such contributions or payments for any period ending on or before the Closing Date that are not yet due have been made, paid or properly accrued in the Financial Statements in accordance with GAAP applied on a consistent basis. As of the date hereof, the amount by which the fair market value of the assets of any Company Benefit Plan is less than the actuarial present value of all accrued benefits under such Company Benefit Plan (whether or not vested) is fully reflected in the Financial Statements, regardless of whether required by GAAP. (iii2) Except as would not reasonably be expected to result, either directly or indirectly, in material liability to the Group Companies, (A) other than routine claims for benefits, there are no pending or, to the Knowledge of SellerCompany’s Knowledge, material threatened claims by or on behalf of any participant or any Governmental Entity in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, Plan and (B) there have been no non-exempt “prohibited transactions” (as defined in Section 406 of ERISA or Section 4975 of the Code) or breaches of fiduciary duty with respect to any Company Benefit Plan. None of the Company Benefit Plans are not is presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received by the Company of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental AuthorityEntity, domestic or foreign. (3) There does not now exist, and nor do any circumstances exist that could result in, any Controlled Group Liability that would be a material liability of any Group Company following the Closing. Without limiting the generality of the foregoing, no Group Company nor any of its respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (4) Neither any Group Company nor any of its ERISA Affiliates has contributed to, has had any obligation to contribute to, or has or had any liability or obligation with respect to (A) a Multiemployer Plan, (B) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, or (C) no material matters are pending with respect a plan subject to a Company Benefit Plan under Section 302 or Title IV of ERISA or Section 412 of the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) Code. None of the Transferred Group Companies has any material Liability in liability or obligation, current or contingent, with respect of, or obligation to provide, an arrangement that provides for post-retirement health, employment or retiree medical, life insurance or other welfare welfare-type benefits for former or current employees of the Transferred Companies except (A) other than health continuation coverage required under by Section 4980B DOC ID - 32901658.22 43 of the Code or other similar applicable Law for which the covered individual pays the full cost of coverage). (5) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (B) coverage or benefits the entire cost of which is borne by the employee or former employee. (v) The execution, delivery and performance fair market value of the Transaction Agreements by assets of such Company Benefit Plan equals or exceeds the Seller Parties and actuarial present value of all accrued benefits under such Company Benefit Plan (whether or not vested) on a termination basis; (C) no reportable event within the Transferred Companies meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated thereby by this agreement will not result in the occurrence of any such reportable event; (D) all premiums to the Pension Benefit Guaranty Corporation have been timely paid in full; (E) no material liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA has been or is expected to be incurred by any Group Company; and (F) the Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any such Company Benefit Plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Benefit Plan. (6) Each Company Benefit Plan subject to the Laws of any jurisdiction outside of the United States (A) has been maintained in all material respects in accordance with all applicable requirements, (B) if intended to qualify for special tax treatment, meets in all material respects all requirements for such treatment, and (C) if intended to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (7) Neither the execution, delivery and performance of this Agreement or the consummation the transactions contemplated by this Agreement will (either alone or in combination conjunction with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor or director of any of the Transferred Companies) Group Companies or any increased or accelerated funding obligation with respect to any Company Benefit Plan, other than the vesting of the Company Options, which shall occur as a result of the transactions contemplated hereby. (8) No amount, payment or deemed payment (whether in cash or property or the vesting of property) by the Group Companies will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by the Company, or the consummation of the transactions contemplated by this Agreement, that will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Employee is entitled to None of the Group Companies has any tax current or contingent indemnity or gross-up obligation for any Taxes imposed under Section 4999 or other reimbursement for taxes incurred under Sections 4999, Section 409A or 457A of the Code.. DOC ID - 32901658.22 44

Liability; Compliance. (i) All Neither the Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and nor its Subsidiary has ever sponsored, maintained, contributed to or had any award thereunder, in each case that is subject obligation to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan has been contribute to any pension plan subject to Title IV of ERISA. Neither the Company nor its Subsidiary has incurred or will incur any liability under Title IV of ERISA as a result of being an ERISA Affiliate of another Person prior to the Closing. (iiiii) (A) Other than routine claims for benefits, there are no pending or, to the Knowledge of Seller, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) ; and none of the Company Benefit Plans are not is presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign. (iii) Neither the Company nor its Subsidiary has ever contributed to, and (C) no material matters are pending with respect been required to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Programcontribute to, or other similar programsotherwise had any obligation or liability in connection with a Multiemployer Plan or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. Neither the Company nor its Subsidiary has incurred or will incur any liability in connection with a Multiemployer Plan or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA as a result of being an ERISA Affiliate of another Person prior to the Closing. (iv) None Except as set forth in Section 2.19(c)(iv) of the Transferred Companies has any material Liability in respect ofSeller Disclosure Letter, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee. (v) The execution, delivery and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor or director of any of the Transferred Companies) Company or its Subsidiary or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled Plan and (B) no payment or deemed payment by the Company or its Subsidiary will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A section 280G of the Code. (v) Neither the Company nor its Subsidiary has engaged in a “prohibited transaction” within the meaning of section 406 of ERISA or section 4975 of the Code, and to the Knowledge of the Seller, no “prohibited transaction,” within the meaning of section 406 of ERISA or section 4975 of the Code, has occurred with respect to any Company Benefit Plan that could reasonably be expected to result in a material liability to the Company or its Subsidiary under section 406 of ERISA or section 4975 of the Code. (vi) Neither the Company nor its Subsidiary has breached its fiduciary duty with respect to any Company Benefit Plan in a manner that would result in a material liability to the Company or its Subsidiary. To the Knowledge of the Sellers, no fiduciary (within the meaning of Section 3(21) of ERISA), has breached his or her fiduciary duty with respect to any Company Benefit Plan in a manner that would result in a material liability to the Company or its Subsidiary or otherwise has any liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Benefit Plan. (vii) All assets of any Company Benefit Plan consist of cash and actively traded securities. (viii) Except as set forth in Section 2.19 (c)(viii) of the Seller Disclosure Letter, neither the Company nor its Subsidiary has any obligation or liability in respect of post-retirement welfare benefits and no Company Benefit Plan provides for material post-employment welfare benefits (except COBRA or similar coverage required by applicable Law). (ix) There are no claims against the Company or its Subsidiary for eligibility to participate in any employee benefit plan by any individual who has been classified by the Company or its Subsidiary as other than a common law employee (such as an independent contractor, leased employee or consultant), and to the Knowledge of the Seller, there are no facts that would reasonably be expected to give rise to such a claim if any individual so classified is subsequently reclassified (whether by the Company, its Subsidiary, a Governmental Authority or otherwise) as an employee of the Company or its Subsidiary. Neither the Company nor its Subsidiary have any “leased employees” within the meaning of section 414(n) of the Code.

Liability; Compliance. (i) All Except as would not individually or in the aggregate, have or reasonably be expected to have, a Company Benefit Plans that are Material Adverse Effect, neither the Company, nor any Company Subsidiary, nor any Company Related Person has in the past six (6) years (A) maintained, sponsored or been required to contribute to a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (B) been required at any time or is required currently to contribute to any “nonqualified deferred compensation plansmultiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or (C) maintained, sponsored or been required to contribute to a defined benefit plan within the meaning of Code Section 409A of the Code414(j) and any award thereunder, in each case that is subject to ERISA Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(23(35), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no All contributions and premiums required to have been paid by the Company and any of the Company Subsidiaries to any Company Benefit Plan has under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law have been subject paid and fully deducted without challenge by any Governmental Entity within the time prescribed by any such plan, agreement or Applicable Law, except to Title IV of ERISAthe extent failure to do so would not, individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse Effect. All contributions for benefits accrued but for which payment is not yet due, have been properly accrued on the Company Financial Statements. (iii) (A) there There are no pending or, to the Knowledge of Sellerthe Company, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) other than routine claims for benefits or claims that would not, individually or in the Company Benefit Plans are not presently under audit aggregate, have or examination (norreasonably be expected to have, to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsMaterial Adverse Effect. (iv) None of Except as would not, individually or in the Transferred Companies has any material Liability in respect ofaggregate, have or obligation reasonably be expected to providehave, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies except a Company Material Adverse Effect (A) continuation coverage required under there have been no non-exempt “prohibited transactions,” as described in Section 4980B 4975 of the Code or other similar Law or Title I, Subtitle B of ERISA, involving any Company Benefit Plan and (B) coverage there are no facts or benefits circumstances which could give rise to any tax imposed by Section 4975 of the entire cost of which is borne by the employee or former employeeCode. (v) The execution, delivery and performance All Company Benefit Plans involving the senior management of the Transaction Agreements by Company that are subject to Section 409A of the Seller Parties and Code are in good faith compliance with Section 409A of the Transferred Companies and Code in all material respects. (vi) Except as set forth in Section 5.15(c) of the consummation Company Disclosure Letter, no Company Benefit Plan which provides medical or life benefits provides such benefits to any retiree or former employee or director except pursuant to Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code. (vii) All Company Benefit Plans, severances, termination agreements or other compensation arrangements currently in effect which (either alone or upon the occurrence of any additional or subsequent event) would reasonably be expected to result in any payment, acceleration, vesting or increase in benefits to any current or former officer, employee or director as a result of the transactions contemplated thereby by this Agreement, other than pursuant to Section 4.3, are listed in Section 5.15(a) of the Company Disclosure Letter. The disallowance of a deduction under Section 162(m) of the Code will not (alone apply to any amount paid or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) by Company or any increased or accelerated funding obligation with respect to Company Subsidiary under any Company Benefit Plan. , program, arrangement or understanding currently in effect. (viii) No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A external investigation of the Codetiming of option grants has been undertaken, nor is the Company aware of any facts which would result in such an investigation. The results of any internal investigation of the timing of option grants undertaken by the Company have been made available to Parent.

Liability; Compliance. (i) All Each Company Benefit Plans Plan has been operated in all material respects in accordance with its terms and all applicable Law. All material contributions and premiums required to have been paid by the Transferred Companies or any of their ERISA Affiliates to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) have been paid within the time prescribed by any such plan, agreement or applicable Law. (ii) (A) No Company Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are “nonqualified deferred compensation plans” (not under common control, within the meaning of Section 409A 4063 of ERISA (a “Multiple Employer Plan”); (B) none of the CodeTransferred Companies nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (C) none of PHAC, the Company and its subsidiaries nor any award thereunder, ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in each case that is subject to Section 409A full. Neither the Transferred Companies nor any of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan their ERISA Affiliates maintains or has been ever maintained a plan subject to Title IV of ERISA. There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the Transferred Companies following the Closing. Without limiting the generality of the foregoing, none of the Transferred Companies has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (iii) (A) there There are no material pending or, to the Knowledge of Sellerthe Sellers, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan. To the Knowledge of the Sellers, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) None Except as set forth in Section 3.16(c)(iv) of the Seller Disclosure Letter, none of the Transferred Companies has any material Liability liability (contingent or otherwise) in respect of, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies any Employee except (A) continuation coverage as required to avoid excise tax under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employeeCode. (vA) The Except as set forth on Section 3.16(c)(v) of the Seller Disclosure Letter, the execution, delivery and performance of the Transaction Agreements by the Seller Parties and the Transferred Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. . (B) No Employee payment or deemed payment by any of the Transferred Companies will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of the Transaction Agreements by the Seller Parties or the Transferred Companies or the consummation of the transactions contemplated thereby, that could not be deductible pursuant to Section 280G of the Code. (C) No Person is entitled to receive any additional payment (including any tax gross-up or other reimbursement for payment) from the Transferred Companies as a result of the imposition of the excise taxes incurred under Sections 4999, required by Section 4999 of the Code or any taxes required by Section 409A or 457A of the Code. (vi) Except as set forth in Section 3.26(c)(vi) of the Seller Disclosure Letter, none of the Transferred Companies has, during the 90-day period preceding the date hereof, effectuated (i) a “plant closing” or a “mass lay-off” (as such terms are defined in the Worker Adjustment and Retraining Act of 1988 (the “WARN Act”)) or (ii) a “plant closing”, “termination of operations” or “transfer of operations” as such terms are defined in the Millville Dallas Airmotive Plant Job Loss Notification Act (the “NJ WARN Act”) in the case of the items in clauses (i) and (ii) affecting any site of employment or facility of Sellers or any of their Subsidiaries relating to the Business, except in accordance with the WARN Act and the NJ WARN ACT.

Liability; Compliance. (i) All None of the Company, any of the Company Subsidiaries or any Company Related Person would be liable for any amount pursuant to section 4062, 4063 or 4064 of ERISA if any Company Benefit Plans Plan that are “nonqualified deferred compensation plans” is subject to Title IV of ERISA (a "Company Title IV Plan") were to terminate as of the date hereof, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. Each Company Benefit Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no such Company Benefit Plan has incurred an "accumulated funding deficiency" within the meaning of Section 409A of such sections, whether or not waived, except as would not, individually or in the Code) and any award thereunderaggregate, in each case that is subject reasonably be expected to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Codehave a Company Material Adverse Effect. (ii) Since January 1None of the Company, 2007any of the Company Subsidiaries or any Company Related Person has been involved in any transaction that could cause the Company, any of the Company Subsidiaries or, following the Effective Time, AFI, Merger Sub or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. None of Company, any of the Company Subsidiaries or any Company Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and, no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any of the Company Subsidiaries, any Company Related Person or, following the Effective Time, AFI or Merger Sub, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All contributions and premiums required to have been paid by the Company, any of the Company Subsidiaries or any Company Related Person to any Company Benefit Plan has under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law (including ERISA and the Code) or collective bargaining agreement have been subject paid and fully deducted without challenge by any Governmental Entity within the time prescribed by any such plan, agreement or Applicable Law, except to Title IV of ERISAthe extent failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (iii) (A) there There are no pending or, to the Best Knowledge of Sellerthe Company, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) other than routine claims for benefits or claims that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. The Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental AuthorityEntity, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s 's Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsprograms as to any items that, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect. (iv) None No Company Benefit Plan is a multiemployer plan (as defined in section 4001(a)(3) of ERISA) or a "multiple employer plan" within the meaning of section 4063 or 4064 of ERISA. (v) No Person is or will become entitled to post-employment welfare benefits of any kind by reason of employment with or providing services to the Company or any of the Transferred Companies has any material Liability in respect ofCompany Subsidiaries, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits except for former or current employees of the Transferred Companies except (A) health continuation coverage as required under by Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. Each Company Benefit Plan (other similar Law than a Company Benefit Plan that provides pension benefits) may be amended or (Bterminated after the Effective Time without material cost other than for claims incurred prior to the date of such amendment or termination. Except as set forth on Section 5.1.19(c) coverage or benefits of the entire cost of which is borne by Company Disclosure Letter, the employee or former employee. (v) The execution, delivery delivery, and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor or director of any of the Transferred Companies) Company or any Company Subsidiary or any increased or accelerated funding obligation obligation. Except with respect to the arrangements set forth in Section 5.1.19(c) of the Company Disclosure Letter, no payment or deemed payment by the Company or any Company Benefit Plan. No Employee is entitled Subsidiary will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A Section 280G of the Code. The information the Company provided to Ernst & Young LLP in connection with such accountants' estimations of amounts that may become payable under any of the agreements set forth in Section 5.1.19(c) of the Company Disclosure Letter was accurate in all material respects and did not omit any material fact. The Company has reviewed the estimations dated as of the date hereof prepared by Ernst & Young LLP and has no reason to believe such estimation is not correct in all material respects, based on the assumptions provided therein. (vi) The Company has classified all individuals (including but not limited to independent contractors, full-time life insurance salesmen and leased employees) appropriately under the Company Benefit Plans, except where a failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Liability; Compliance. (i) All Neither the Company Benefit Plans that are “nonqualified deferred compensation plans” (within nor any of its Related Persons nor any predecessor thereof sponsors, maintains or contributes to, or has in the meaning of Section 409A of the Code) and past sponsored, maintained or contributed to, any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan has been pension plan subject to Title IV of ERISA. (ii) None of the Company nor any Related Person with respect to the Company has been involved in any transaction that could cause the Company or, following the Closing Date, Parent or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA. None of the Company or any Related Person with respect to the Company has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans, and no event, transaction or condition has occurred or exists that could reasonably be expected to result in any such liability to the Company, any Related Person with respect to the Company or, following the Closing Date, Parent or any of its Affiliates. All contributions and premiums required to have been paid by the Company or any Related Person with respect to the Company to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. (iii) (A) there There are no pending or, to the Knowledge of Sellerthe Company, material threatened claims (other than routine claims for benefits) by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) Plan that individually or in the aggregate would not reasonably be expected to be materially adverse to the Company. The Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Employee Plans Compliance Resolution program, its Closing Agreement Program, or other similar programsprograms of a state or local Governmental Authority. (iv) None No Company Benefit Plan is, and the Company has not, at any time during the last six years, contributed or been obligated to contribute to, a multiemployer plan (as defined in section 4001(a)(3) of ERISA) or a “multiple employer plan” within the Transferred Companies meaning of section 4063 or 4064 of ERISA. (v) The Company has any material Liability no liability in respect of, or obligation to provide, of post-retirement health, medical, medical or life insurance or other welfare benefits for retired, former or current employees of the Transferred Companies Company except (A) continuation coverage as required to avoid excise tax under Section section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employeeCode. (vvi) The Except as set forth in Section 2.20(c)(vi) of the Company Disclosure Letter, the execution, delivery delivery, and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor or director of any of the Transferred Companies) Company or any increased or accelerated funding obligation or the forgiveness of indebtedness with respect to any Company Benefit Plan, or impose restrictions or limitations on the Company’s rights to administer, amend or terminate any Company Benefit Plan. No Employee payment or deemed payment by the Company will arise or be made as a result (alone or in combination with any other event or payment) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to section 280G of the Code. No person is entitled to receive any additional payment (including, without limitation, any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A payment) from the Company or 457A any other person as a result of the imposition of the excise tax required by section 4999(a) of the Code. (vii) Each person who has received compensation for the performance of services on behalf of the Company has been properly classified as an employee or independent contractor in accordance with applicable Law and each Company Benefit Plan has complied with the “leased employee” provisions of the Code. (viii) Except as set forth in Section 2.20(c)(viii) of the Company Disclosure Letter, each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder has been operated since January 1, 2005 based upon a good faith, reasonable interpretation of Section 409A of the Code and any authority required or permitted to be relied upon thereunder, including, without limitation, (x) the proposed regulations issued thereunder, (y) the final regulations issued thereunder or (z) Internal Revenue Service Notice 2005-1.

Liability; Compliance. (i) All Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Benefit Plans that are “nonqualified deferred compensation plans” Material Adverse Effect or as set forth on Section 5.15(c) of the Company Disclosure Letter, neither the Company, nor any Company Subsidiary, nor any Company Related Person has in the past six (within the meaning 6) years maintained, sponsored or been required to contribute to a plan subject to Title IV or Section 302 of ERISA or Section 409A 412 or 4971 of the Code. Neither the Company, nor any Company Subsidiary, nor any Company Related Person has in the past six (6) and years been required at any award thereunder, time or is required currently to contribute to any "multiemployer plan" (as defined in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(43(37) of the CodeERISA). (ii) Since January 1, 2007, no All contributions and premiums required to have been paid by the Company or any of the Company Subsidiaries to any Company Benefit Plan has under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law have been subject paid within the time prescribed by such plan, agreement or Applicable Law, except to Title IV of ERISAthe extent that failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (iii) (A) there No disputes are no pending orbefore, or to the Knowledge of Sellerthe Company, material are threatened claims by any Governmental Entity or by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of beneficiary against any Company Benefit Plan, (B) other than routine claims for benefits or claims that would not, individually or in the Company Benefit Plans are not presently under audit or examination (noraggregate, reasonably be expected to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to have a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsMaterial Adverse Effect. (iv) None Except as set forth in Section 5.15(c) of the Transferred Companies has any material Liability in Company Disclosure Letter, with respect of, to each Company Benefit Plan that is subject to Part 3 of Title I or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees Title IV of the Transferred Companies except ERISA (a "Title IV Plan"): (A) continuation coverage required no reportable event under Section 4980B 4043 of ERISA for which the Code or other similar Law or notice requirement has not been waived has occurred; (B) coverage no accumulated funding deficiency, whether or benefits not waived under Code Section 412 has been incurred; (C) no liability to the entire cost Pension Benefit Guaranty Corporation has been incurred and all premiums required to be paid thereto have been paid on behalf of each Title IV Plan; and (D) no event or condition exists which is borne (1) would constitute grounds for termination by the employee Pension Benefit Guaranty Corporation or former employee(2) has caused or would give rise to a partial termination of any such Title IV Plan. (v) The execution, delivery and performance No non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Transaction Agreements Code) has occurred with respect to any Company Benefit Plan that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (vi) Except as disclosed in Section 5.15(c) of the Company Disclosure Letter, the Company and Company Subsidiaries have no liability with respect to any "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA that provides benefits to retired employees (other than as required by Section 601 of ERISA). (vii) Except as disclosed in Section 5.15(c) of the Seller Parties and the Transferred Companies and Company Disclosure Letter, the consummation of the transactions contemplated thereby by this Agreement will not (alone A) entitle any Company Employee (as defined in Section 8.7) to severance pay, (B) accelerate the time of payment or in combination with vesting of, or increase the amount of, compensation or benefits due to any other eventCompany Employee, (C) result in an increase any sale bonus, stay bonus or other transaction-based bonus being due to any Company Employee or (D) result in the payment to any Company Employee of any amount that would be an "excess parachute payment" within the meaning of compensation or Section 280G of the Code. (viii) Except as disclosed in Section 5.15(c) of the Company Disclosure Letter, the Company and Company Subsidiaries have no material unfunded liabilities for benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect claims accrued pursuant to any Company Benefit Plan. No Employee Plan which is entitled not intended to any tax gross-up or other reimbursement for taxes incurred be qualified under Sections 4999, 409A or 457A Section 401(a) of the CodeCode that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

Liability; Compliance. (i) Neither the Company nor any Company Related Person has been involved in any transaction that could cause the Company or, following the Closing Date, the Purchaser or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA. Neither the Company nor any Company Related Person has incurred any unsatisfied liability under or pursuant to Title I or IV of ERISA or the penalty or excise Tax provisions of the Code relating to employee benefit plans, and no event has occurred or exists that could result in any such liability. All contributions and premiums required to have been paid to any Company Benefit Plans that are “nonqualified deferred compensation plans” (Plan have been paid within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Codeappropriate time prescribed. (ii) Since January 1, 2007, no Company Benefit Plan has been subject to Title IV of ERISA. (iii) (A) there There are no pending or, to the Knowledge of the Seller, material threatened claims by or on behalf of any participant in with respect to or involving any of the Company Benefit PlansPlans (other than routine claims for benefits). To the Knowledge of Seller, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsprograms of the IRS or Department of Labor. (iii) None of the Seller, the Company or any Company Related Person maintains or has any liability with respect to a defined benefit plan (as defined in section 3(35) of ERISA), a plan subject to Title IV of ERISA or a plan subject to section 412 of the Code, or has maintained or had any liability with respect to any such plan within the past six years. The Company does not have any withdrawal liability in respect of any such plan. (iv) None of the Transferred Companies has The Company does not have any material Liability in respect of, or obligation to provide, liability for any post-retirement health, medical, medical or life insurance or other welfare benefits for retired, former or current employees of of, or consultants or contractors to, the Transferred Companies Company or any Company Related Person, except (A) continuation coverage as required under by Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee. (v) The execution, delivery and performance of the Transaction Agreements by the Seller Parties and the Transferred Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Codecomparable state law).

Liability; Compliance. (i) All Each Company Benefit Plans Plan that are is subject to the minimum funding standards of the Code or ERISA satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. In addition, no such Company Benefit Plan incurred an “nonqualified deferred compensation plansaccumulated funding deficiency” (within the meaning of Section 409A the predecessors to sections 412 or 302 of the Code) Code and any award thereunderERISA, in each case that is subject to Section 409A of the Coderespectively, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Codewhether or not waived. (ii) Since January 1Neither the Company nor any of its ERISA Affiliates have incurred (either directly or indirectly, 2007including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans, and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any of its ERISA Affiliates or, following the Closing Date, Buyer or any of its Affiliates. All contributions and premiums required to have been paid by the Company or any of its ERISA Affiliates to any Company Benefit Plan has under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been subject to Title IV of ERISApaid within the time prescribed by any such plan, agreement or applicable Law. (iii) (A) Other than routine claims for benefits, there are no pending or, to the Knowledge of Sellerthe Sellers, material threatened or anticipated claims (A) by or on behalf of any participant in any of the Company Benefit PlansPlan or any employee or beneficiary covered under any Company Benefit Plan, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Planits assets, or (B) by or on behalf of any current or former employee of the Company relating to his or her employment, termination of employment, compensation or employee benefits. None of the Company Benefit Plans are not is presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, Labor or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) None of the Transferred Companies The Company has any material Liability no liability in respect of, or obligation to provide, of post-retirement health, medical, medical or life insurance or other welfare benefits for retired, former or current employees of the Transferred Companies Company except (A) continuation coverage as required to avoid the excise tax under Section section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employeeCode. (v) The execution, delivery and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) (A) except as set forth on Section 2.16(c)(v) in the Sellers’ Disclosure Letter, entitle any current or former employee, consultant, officer or director of the Company to severance pay or any other payment, (B) except as set forth on Section 2.16(c)(v) in the Sellers’ Disclosure Letter, result in an any payment becoming due, accelerate the time of payment or vesting of benefits, or increase in the amount of compensation due to any such employee, consultant, officer or benefits or the acceleration director, (C) result in any forgiveness of the vesting or timing of payment of indebtedness, trigger any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to under any Company Benefit PlanPlan or impose any restrictions or limitations on the Company’s rights to administer, amend or terminate any Company Benefit Plan or (D) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in section 280G(b)(1) of the Code). No Employee Person is entitled to receive any additional payment (including any tax gross-up or other reimbursement for payment) from the Company as a result of the imposition of the excise taxes incurred under Sections 4999, required by section 4999 of the Code or any taxes required by section 409A or 457A of the Code.

Liability; Compliance. (i) All None of the Company, any of the Company Subsidiaries or any Company Related Person would be liable for any amount pursuant to section 4062, 4063 or 4064 of ERISA if any Company Benefit Plans Plan that are is subject to Title IV of ERISA (a “nonqualified deferred compensation plansCompany Title IV Plan”) were to terminate as of the date hereof, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. Each Company Benefit Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no such Company Benefit Plan has incurred an “accumulated funding deficiency” (within the meaning of Section 409A of such sections, whether or not waived, except as would not, individually or in the Code) and any award thereunderaggregate, in each case that is subject reasonably be expected to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Codehave a Company Material Adverse Effect. (ii) Since January 1None of the Company, 2007any of the Company Subsidiaries or any Company Related Person has been involved in any transaction that could cause the Company, any of the Company Subsidiaries or, following the Effective Time, AFI, Merger Sub or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. None of Company, any of the Company Subsidiaries or any Company Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and, no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any of the Company Subsidiaries, any Company Related Person or, following the Effective Time, AFI or Merger Sub, except to the extent such liability would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All contributions and premiums required to have been paid by the Company, any of the Company Subsidiaries or any Company Related Person to any Company Benefit Plan has under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law (including ERISA and the Code) or collective bargaining agreement have been subject paid and fully deducted without challenge by any Governmental Entity within the time prescribed by any such plan, agreement or Applicable Law, except to Title IV of ERISAthe extent failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (iii) (A) there There are no pending or, to the Best Knowledge of Sellerthe Company, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) other than routine claims for benefits or claims that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Affect. The Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental AuthorityEntity, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsprograms as to any items that, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect. (iv) None No Company Benefit Plan is a multiemployer plan (as defined in section 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. (v) No Person is or will become entitled to post-employment welfare benefits of any kind by reason of employment with or providing services to the Company or any of the Transferred Companies has any material Liability in respect ofCompany Subsidiaries, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits except for former or current employees of the Transferred Companies except (A) health continuation coverage as required under by Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA. Each Company Benefit Plan (other similar Law than a Company Benefit Plan that provides pension benefits) may be amended or (Bterminated after the Effective Time without material cost other than for claims incurred prior to the date of such amendment or termination. Except as set forth on Section 5.1.19(c) coverage or benefits of the entire cost of which is borne by Company Disclosure Letter, the employee or former employee. (v) The execution, delivery delivery, and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor or director of any of the Transferred Companies) Company or any Company Subsidiary or any increased or accelerated funding obligation obligation. Except with respect to the arrangements set forth in Section 5.1.19(c) of the Company Disclosure Letter, no payment or deemed payment by the Company or any Company Benefit Plan. No Employee is entitled Subsidiary will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, that would not be deductible pursuant to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A Section 280G of the Code. The information the Company provided to Ernst & Young LLP in connection with such accountants’ estimations of amounts that may become payable under any of the agreements set forth in Section 5.1.19(c) of the Company Disclosure Letter was accurate in all material respects and did not omit any material fact. The Company has reviewed the estimations dated as of the date hereof prepared by Ernst & Young LLP and has no reason to believe such estimation is not correct in all material respects, based on the assumptions provided therein. (vi) The Company has classified all individuals (including but not limited to independent contractors, full-time life insurance salesmen and leased employees) appropriately under the Company Benefit Plans, except where a failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Liability; Compliance. (i) All Neither the Company, nor any Company Benefit Plans that are “nonqualified deferred compensation plans” Subsidiary, has in the past six (within the meaning of Section 409A of the Code6) and any award thereunderyears maintained, in each case that is subject sponsored or been required to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2007, no Company Benefit Plan has been contribute to a plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA. (ii) All contributions and premiums required to have been paid by the Company or any of the Company Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law have been paid within the time prescribed by any such plan, agreement or Applicable Law, except to the extent that failure to do so, individually or in the aggregate, has not resulted in, or would not reasonably be expected to result in, material liability to the Company or any of the Company Subsidiaries. (iii) (A) there There are no pending or, to the Knowledge of Sellerthe Company, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) other than routine claims for benefits or claims that, individually or in the aggregate, would not reasonably be expected to result in material liability to the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a of the Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsSubsidiaries. (iv) None Neither the Company, any Company Subsidiary nor any other Person that would be treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Transferred Companies Code (each, a “Commonly Controlled Entity”) has incurred any direct or indirect material liability under ERISA or the Code in connection with the termination of, withdrawal from or failure to fund, any Company Benefit Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such liability. (v) The Company and the Company Subsidiaries do not maintain any Company Benefit Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) that has not been administered and operated in all respects in compliance with the applicable requirements of Section 601 of ERISA and Section 4980B(b) of the Code, and the Company and the Company Subsidiaries are not subject to any material liability, including additional contributions, fines, penalties or loss of Tax deduction as a result of such administration and operation. (vi) No Company Benefit Plan is or has ever been a Retiree Welfare Plan or an unfunded pension plan (within the meaning of Section 3(2) of ERISA). Neither the Company nor any of the Company Subsidiaries has any material Liability in respect of, liability or obligation under any welfare plan or agreement to provide, post-retirement health, medical, life insurance provide benefits after termination of employment to any employee or dependent other welfare benefits for former or current employees of the Transferred Companies except (A) continuation coverage than as required under by Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employeeApplicable Law. (vvii) The execution, delivery and performance Neither the Company nor any of the Transaction Agreements by Company Subsidiaries or ERISA Affiliates has incurred any actual or potential, secondary, or contingent liability under Title IV of ERISA and, to the Seller Parties and Knowledge of the Transferred Companies and Company, there are no facts or circumstances that could reasonably be expected to give rise to such liability. Neither the Company nor any of its Subsidiaries or its ERISA Affiliates has at any time maintained, contributed to or incurred any liability under any “multiemployer plan” (as defined in Section 3(37) of ERISA). Neither the Company nor any of the Company Subsidiaries or ERISA Affiliates has contributed to, been required to contribute to, or withdrawn from any “multiemployer plan” (as defined in Section 3(37) of ERISA). (viii) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”), if any, subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code. (ix) Except as set forth in Section 5.16(c)(ix) of the Company Disclosure Letter, neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated thereby will not hereby, either alone or together with any other event, shall (alone A) entitle any current or former officer, director, manager, employee or consultant of the Company or any of the Company Subsidiaries or any independent contractor to severance pay or any other payment, (B) accelerate the time of payment or vesting, result in any forgiveness of indebtedness or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable pursuant to, any Company Benefit Plan, employment agreement or other arrangement, (C) limit or restrict the right to merge, amend, terminate or transfer the assets of any Company Benefit Plan on or following the Closing, (D) result in any forgiveness of indebtedness to any current or former employee, officer, director or independent contractor of the Company or (E) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation section 1.280G-1) that could reasonably be construed, individually or in combination with any other eventsuch payment, to constitute an “excess parachute payment” (as defined in section 280G(b)(1) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code). None of the Company nor any Company Subsidiary have any obligation to indemnify or otherwise reimburse any individual for any Taxes, interest or penalties incurred pursuant to Sections 280G, 4999 or 409A of the Code or otherwise. (x) Except as would not reasonably be expected to result in material liability to the Company and Company Subsidiaries, taken as a whole, no International Benefit Plan has unfunded liabilities that, as of the Effective Time, will not be offset via insurance or are fully accrued. (xi) Except as set forth in Section 5.16(c)(xi) of the Company Disclosure Letter, each of the Company Subsidiaries incorporated under the laws of the PRC has duly paid, since January 1, 2013, the social insurance fees and housing provident fund for all of its employees in accordance with the Applicable Law of the PRC.

Liability; Compliance. (i) All Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Benefit Plans that are “nonqualified deferred compensation plans” and its Subsidiaries taken as a whole, no liability under Title IV of ERISA has been or is reasonably expected to be incurred by the Company or any of its Subsidiaries (within other than for periodic premiums, all of which have been paid prior to the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2due date thereof), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1Except as would not reasonably be expected, 2007individually or in the aggregate, no to be material to the Company Benefit Plan has been subject to Title IV of ERISA. (iii) and its Subsidiaries taken as a whole, (A) other than routine claims for benefits in the ordinary course of business consistent with past practice, there are no pending or, to the Knowledge of Sellerthe Company, material threatened claims or other actions by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, ; and (B) none of the Company Benefit Plans are not is presently under audit or examination (nor, to the Knowledge of Seller, nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, Labor or any other Governmental Authority, domestic or foreign. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries taken as a whole, no nonexempt “prohibited transaction” (Cwithin the meaning of Section 406 of ERISA or Section 4975 of the Code) no material matters are pending has occurred with respect to a any Company Benefit Plan. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company or any of its Subsidiaries, no event has occurred and no condition exists that would subject the Company or any of its Subsidiaries to any Tax, fine, Lien, penalty or other liability imposed by ERISA or the Code with respect to any Company Benefit Plan. (iii) No Company Benefit Plan under is a Multiemployer Plan or is subject to Title IV of ERISA or the IRS’s Voluntary Compliance Resolution programminimum funding standards of Section 302 of ERISA or Section 412 of the Code and, in the last six years, neither the Company, any of its Closing Agreement ProgramSubsidiaries nor any of their ERISA Affiliates sponsored, maintained, contributed to or other similar programswas obligated to contribute to a Multiemployer Plan or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA or a plan that is subject to Title IV of ERISA. (iv) With respect to each Company Benefit Plan that is subject to Title IV of ERISA, (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred or is expected to occur, (B) the plan is not in “at risk” status under Title IV of ERISA, (C) all benefits, contributions and premiums (and interest charges and penalties for late payment, if applicable) have been timely paid as required by and due under the terms of each Company Benefit Plan, including but not limited to payments to the Pension Benefit Guaranty Corporation (“PBGC”) and as otherwise required under applicable Law, (D) no proceeding has been or is reasonably expected to be commenced by the PBGC to terminate the plan, and (E) no liability has been incurred or is reasonably expected to be incurred under Section 4062(e), 4069 or 4212(c) of ERISA. Neither the Company nor any of its Subsidiaries has withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the PBGC. (v) None of the Transferred Companies has Company Benefit Plans provides or represents any material Liability in respect of, or obligation to provide, provide post-retirement health, medical, life termination or retiree health or welfare insurance benefits to any current or other welfare benefits for former or current employees employee of the Transferred Companies Company or its Subsidiaries except (A) continuation coverage as may be required under by Section 4980B of the Code and Section 601 of ERISA or any other similar applicable Law and neither the Company nor its Subsidiaries has ever represented, promised or contracted (Bwhether in written or oral form) coverage or benefits the entire cost of which is borne by the employee to any current or former employeeemployee that such employee would be provided with post-termination or retiree health or welfare insurance benefits, except to the extent required by applicable Law. Each Company Benefit Plan that provides for retirement health or welfare benefits can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without material cost or liability to the Company or any of its Subsidiaries (other than non-material administrative expenses). (vvi) The No Company Benefit Plan is a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code and any Company Benefit Plan listed in Section 2.17(c)(vi) of the Company Disclosure Letter complies in all material respects with Section 409A of the Code. No Company Benefit Plan or Contract provides for the indemnification, reimbursement or gross-up of any Taxes imposed by Section 409A of the Code. (vii) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries taken as a whole, the execution, delivery and performance of the Transaction Agreements this Agreement by the Seller Parties and the Transferred Companies Company and the consummation by the Company of the transactions contemplated thereby by this Agreement will not (alone or in combination with any other event) result in payment of severance or any material increase in severance pay (other than severance required by applicable Law) for which Buyer would be liable, or an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former employee, officer, director or independent contractor of the Company or director of any of the Transferred Companies) its Subsidiaries or any increased or accelerated funding obligation with respect to any Company Benefit Plan. (viii) No payment or benefit which has been or may be made or provided to any employee of the Company or any of its Subsidiaries or any other “disqualified individual” (within the meaning of section 280G of the Code) could reasonably be expected to be characterized as an “excess parachute payment” under section 280G of the Code. No Employee is entitled to any tax Company Benefit Plan or Contract provides for the gross-up up, reimbursement or other reimbursement for taxes incurred under Sections 4999, 409A or 457A indemnification of any Taxes imposed by Section 4999 of the Code. (ix) No Company Benefit Plan or Contract provides compensation or benefits to any employee or service provider of the Company or its Subsidiaries who resides or performs services primarily outside of the United States.

Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” Neither the Company, nor any ERISA Affiliate of the Company, has in the past six (6) years maintained, sponsored or been required to contribute to a Pension Plan, or any multiemployer pension plan within the meaning of Section 409A 3(37) of ERISA. Neither the Company nor any ERISA Affiliate of the CodeCompany has incurred any material liability to the Pension Benefit Guaranty Corporation (“PBGC”) and any award thereunder, in each case that is subject unsatisfied with respect to a Pension Plan (other than PBGC premiums) or the IRS under Title IV of ERISA or Section 409A 412 of the Code, comply Code that could reasonably be expected to result in all the imposition of any material respects, in form and operation, with liability on Parent or any of its ERISA Affiliates or the requirements imposition of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) any material lien on the assets of the CodeCompany. (ii) Since January 1, 2007, no Each Company Benefit Plan has been subject operated and administered in all material respects in accordance with its terms and Applicable Law, including but not limited to Title IV ERISA, the Code, the Social Security Act, the Securities Act and the Exchange Act. All contributions and premiums required to have been paid by the Company or any of ERISAthe Company Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law have been paid within the time prescribed by any such plan, agreement or Applicable Law, except to the extent failure to do so, individually or in the aggregate, would not be reasonably likely to result in a material liability to the Company or any of the Company Subsidiaries. (iii) (A) there There are no pending or, to the Knowledge of Sellerthe Company, material threatened claims by or on behalf of any participant or beneficiary in any of the Company Benefit PlansPlan, or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan, (B) other than routine claims for benefits or claims that, individually or in the Company Benefit Plans are aggregate, would not presently under audit or examination (nor, reasonably be expected to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to have a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programsMaterial Adverse Effect. (iv) None of the Transferred Companies has any material Liability in respect of, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee. (v) The execution, delivery and performance of the Transaction Agreements by the Seller Parties and the Transferred Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.