Common use of Welfare Plans Clause in Contracts

Welfare Plans. Except as otherwise provided herein, immediately prior to, and subject to, the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) of ERISA (the "Existing Welfare Plans"), to be divided into separate, identical component plans covering, respectively, (i) the Retained Employees (and their beneficiaries) (the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g).

Welfare Plans. (a) SFX and Entertainment shall take all actions necessary or appropriate so that, as of the later of the Effective Time or June 1, 1998, all members of the Delsener/▇▇▇▇▇▇ Group shall cease to be participating employers and sponsors of the SFX Welfare Plans. The SFX Group shall have sole responsibility for retaining and discharging: (1) all Liabilities and Adverse Consequences relating to or arising out of the SFX Welfare Plans by or in respect of Entertainment Participants who are not Distribution Employees or Beneficiaries of Distribution Employees with respect to claims incurred on or prior to the later of the Distribution Date or the date all members of the Delsener/▇▇▇▇▇▇ Group cease to be participating employers and sponsors of the relevant SFX Welfare Plan (which date shall not be later than the later of the Effective Time or June 1, 1998), provided such claims are filed or submitted within the time period required under the SFX Welfare Plan; (2) all Liabilities and Adverse Consequences relating to or arising out of the SFX Welfare Plans by or in respect of Entertainment Participants who are Distribution Employees or Beneficiaries of Distribution Employees with respect to claims incurred on or prior to the later of the Effective Time or the date all members of the Delsener/▇▇▇▇▇▇ Group cease to be participating employers and sponsors of the relevant SFX Welfare Plan (which date shall not be later than the later of the Effective Time or June 1, 1998), provided such claims are filed or submitted within the time period required under the SFX Welfare Plan; and (3) all Liabilities and Adverse Consequences relating to or arising out of the SFX Welfare Plans by or in respect of individuals who are not Entertainment Participants. Effective as of the Distribution Date, the Delsener/▇▇▇▇▇▇ Group shall have no Liabilities and shall not be responsible for any Adverse Consequences relating to or arising out of the SFX Welfare Plans except, to the extent one or more of its members continues to be a participating employer or sponsor of a SFX Welfare Plan, for the amounts described in Section 2.2(c). For purposes of this Section 2.2, a claim shall be deemed incurred when the service is rendered and not when an individual is formally billed or charged for the service. (b) Except as otherwise provided hereinspecifically set forth in this Section 2.2, immediately prior toEntertainment shall take all actions necessary or appropriate to establish Entertainment Welfare Plans to provide such Welfare Plan benefits as Entertainment determines necessary or appropriate, if any, to Entertainment Participants. Entertainment shall have sole responsibility for retaining and discharging all Liabilities and Adverse Consequences relating to or arising out of the Entertainment Welfare Plans. Any Entertainment Welfare Plan established on or shortly after the Effective Time to replace the primary self-funded medical and dental SFX Welfare Plan covering the Entertainment Participants and their Beneficiaries as of the Effective Time shall provide that all Entertainment Participants and their Beneficiaries who are covered by such plan as of the Effective Time shall be initially eligible to participate in such Entertainment Welfare Plan without being subject toto any waiting period to participate nor any limitation on pre-existing conditions. (c) Prior to the month in which the Distribution Date occurs, the Spin OffDelsener/▇▇▇▇▇▇ Group shall pay premiums and contributions with respect to the coverage of Entertainment Participants and Beneficiaries of Entertainment Participants under the SFX Welfare Plans in accordance with past practices and procedures. With respect to the month in which the Distribution Date occurs and any month thereafter (or portion thereof) that one or more members of the Delsener/▇▇▇▇▇▇ Group is a participating employer or sponsor of a SFX Welfare Plan, IFG the Delsener/▇▇▇▇▇▇ Group shall cause all IFG Benefit retain the portion of the premiums and contributions with respect to such SFX Welfare Plans that are employee welfare benefit planswould have otherwise been paid by the participants employed by the Delsener/▇▇▇▇▇▇ Group and their covered Beneficiaries for such month (or portion thereof) and pay to SFX as soon as practicable after such month either the following amounts or such other amounts mutually agreeable to SFX, as defined in Section 3(1) of ERISA (the "Existing Welfare Plans"), to be divided into separate, identical component plans covering, respectively, Entertainment and SBI Holding Corporation: (i) with respect to a fully insured SFX Welfare Plan (i.e., the Retained Employees (life, supplemental life and long term disability insurance plan), the employer and participant portions of the premiums for the coverage of the participants in the fully insured SFX Welfare Plan who are employed by the Delsener/▇▇▇▇▇▇ Group and their beneficiaries) covered Beneficiaries for such month (the "IFG Welfare Plans") or portion thereof); and (ii) all other Existing with respect to a SFX Welfare Plan participantsthat is not fully insured (i.e., the partially self-funded medical and dental plan): the sum of (A) the fixed cost (i.e., the amount charged by New York Life or any other third party administrator each month for all of the SFX Welfare Plan's costs other than claims, including without limitationbut not limited to, costs related to stop loss coverage, claims administration, and state and local governmental levies and taxes) for those participants (in the SFX Welfare Plan who are employed by the Delsener/▇▇▇▇▇▇ Group and their beneficiariescovered Beneficiaries for such month (or portion thereof), and (B) who experienced a "qualifying event" the amount of claims for purposes which New York Life or any other third party administrator charges SFX for such month (or portion thereof) with respect to the participants employed by the Delsener/▇▇▇▇▇▇ Group and their covered Beneficiaries which are filed or submitted within the time period required under the SFX Welfare Plan and are not in excess of the group health plan continuation amounts covered by the stop loss coverage requirements of Section 4980 of the Code and Title ISFX Welfare Plan. Until the later of the Effective Time or June 1, Subtitle B of ERISA 1998, SFX shall maintain under its SFX Welfare Plans that are not fully insured the same stop loss coverages as existed prior to the Closing Distribution Date regardless of when an election for continuation coverage is made with respect to the participants employed by the participant Delsener/▇▇▇▇▇▇ Group and their covered Beneficiaries. Additionally, with respect to a SFX Welfare Plan that is not fully insured (i.e., the "SpinCo Welfare Plans"partially self-funded medical and dental plan). Notwithstanding , Entertainment shall pay SFX the foregoing, IFG shall cause amount charged by New York Life or any other third party administrator for the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business run-off claims of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other those participants in the Existing LTD SFX Welfare Plan who are employed by the Delsener/▇▇▇▇▇▇ Group and their covered Beneficiaries (i.e., claims incurred prior to the "SpinCo LTD Plan"). Without limiting the generality later of the foregoing, immediately prior to, and subject to, Distribution Date or the Spin Off, IFG date these individuals cease to participate in the relevant SFX Welfare Plan -- which date shall cause a "spin off" be no later than the later of the assets Effective Time or June 1, 1998 -- that are not otherwise paid by Entertainment provided such claims are filed or submitted within the time period required under the SFX Welfare Plan and liabilities of each are not in excess of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each stop loss coverage of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex SFX Welfare Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g).

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits for vacation or severance benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"”), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan"“Old Plans”) consistent with the terms of the Old Plans, and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or the dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance accounts as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance plan account balances. (c) Seller shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA liabilities of Seller and IFG Flex Plan. Prior its Subsidiaries for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green Options).

Welfare Plans. Except as otherwise provided hereinin this SECTION 5.7(d) and SECTIONS 5.7(i), immediately prior to(k), (l), (n) and subject to(q), coverage for all Active Company Employees and their respective spouses and dependents under the Spin Off, IFG shall cause all IFG Seller Benefit Plans that are employee welfare benefit plans, as defined in plans within the meaning of Section 3(1) of ERISA (the "Existing Welfare PlansSELLER WELFARE PLANS"), ) shall cease to be divided into separate, identical component plans covering, respectively, (i) effective immediately prior to the Retained Closing Date. Sellers and the Seller Welfare Plans shall be liable for all claims incurred at any time for individuals who are not Active Company Employees or Former Employees (and their beneficiaries) (the "IFG Welfare Plans"spouses and dependents) and for all claims incurred (iiwhether or not reported) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless with respect to Active Company Employees and Former Employees and their spouses and dependents under the Seller Welfare Plans. On and after the Closing Date, Buyer and the Sold Companies and Subsidiaries shall provide coverage and benefits for all Active Company Employees and their respective eligible spouses and dependents under Buyer's Welfare Plans (as defined below) and shall be responsible for all claims incurred (whether or not reported) with respect to Active Company Employees and their eligible spouses and dependents on and after the Closing Date under the Sold Company Benefit Plans and any plans sponsored by Buyer that are welfare benefit plans within the meaning of when an election for continuation coverage is made by the participant Section 3(1) of ERISA (such plans collectively, the "SpinCo Welfare PlansBUYER'S WELFARE PLANS"). Notwithstanding For purposes of this SECTION 5.7(d) and SECTION 5.7(j), a claim will be deemed "incurred" on the foregoingdate that the event that gives rise to the claim occurs (for purposes of life insurance, IFG sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs); provided that in the event such an individual is in the hospital as an in-patient as of the Closing Date, Sellers shall remain responsible for claims and expenses incurred in connection therewith until release from such hospitalization. The Buyer shall, or shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG Sold Companies and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits to, waive any pre-existing condition limitations and eligibility waiting periods with respect to Active Company Employees and their respective spouses and dependents under the Existing LTD Plan Buyer's Welfare Plans (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, only to the extent possiblesuch pre-existing condition limitations and eligibility waiting periods were satisfied under the Company Benefit Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all deductibles, co-payments, co-insurance and out-of-pocket limitations incurred with respect to effectuate Active Company Employees and their respective spouses and dependents under the intent Company Benefit Plans during the calendar year in which the Closing occurs for purposes of satisfying the corresponding deductibles, co-payment, co-insurance or out-of-pocket limitations for such calendar year under the corresponding Buyer's welfare plans in which the Active Company Employees become entitled to participate after the Closing Date. The provisions of this Section 7.12(g)SECTION 5.7(d) shall not apply in respect of any severance or termination plans, policies or arrangements.

Welfare Plans. Except as otherwise provided hereinFor all purposes (including vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its Affiliates providing benefits to any Hired Employees after the Closing listed on Schedule H (the "Existing “New Welfare Plans"”), each Hired Employee shall, subject to applicable Law and applicable IRC requirements, be divided into separate, identical component plans covering, respectively, (i) credited with his or her years of service with ▇▇▇ or its Affiliates before the Retained Employees (and their beneficiaries) (Closing to the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" same extent as such Hired Employee was entitled to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Hired Employee shall become eligible to participate, to the Retained Employees extent permissible by the IRC and the New Welfare Plans, without any waiting time, in any and all New Welfare Plans if such Hired Employee participated immediately before the Closing in a comparable type of welfare benefit plan of ▇▇▇ Enterprises (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans”); and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Hired Employee, the Spin Off, IFG Buyer or its Affiliates shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain waived for such Hired Employee and his or her covered dependents, unless such conditions would not have been waived under the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior comparable plans of ▇▇▇ in which such Hired Employee participated immediately prior to the Spin OffClosing or under the existing comparable plans of the Buyer, IFG and Buyer shall draft cause any eligible expenses incurred by such employee and his or her covered dependents during the appropriate documents portion of the plan year of the Old Plan ending on the Closing Date to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and use its reasonable best efforts maximum out-of-pocket requirements applicable to take all actions necessary, to such employee and his or her covered dependents for the extent possible, to effectuate the intent of this Section 7.12(g)applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

Welfare Plans. Except as otherwise provided hereinFor all purposes (including vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined plans of Buyer and its Affiliates providing benefits to any Hired Employees after the Closing listed in Section 3(1) of ERISA Schedule F hereto (the "Existing “New Welfare Plans"”), each Hired Employee shall, subject to applicable Law and applicable IRC requirements, be divided into separate, identical component plans covering, respectively, (i) credited with his or her years of service with ▇▇▇ or its Affiliates before the Retained Employees (and their beneficiaries) (Closing to the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" same extent as such Hired Employee was entitled to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Hired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Hired Employee participated immediately before the Retained Employees Closing in a comparable type of welfare benefit plan of ▇▇▇ Enterprises (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans”); and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Hired Employee, the Spin Off, IFG Buyer or its Affiliates shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain waived for such Hired Employee and his or her covered dependents, unless such conditions would not have been waived under the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior comparable plans of ▇▇▇ in which such Hired Employee participated immediately prior to the Spin OffClosing, IFG and Buyer shall draft cause any eligible expenses incurred by such employee and his or her covered dependents during the appropriate documents portion of the plan year of the Old Plan ending on the Closing Date to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and use its reasonable best efforts maximum out-of-pocket requirements applicable to take all actions necessary, to such employee and his or her covered dependents for the extent possible, to effectuate the intent of this Section 7.12(g)applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior toto the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and subject toBuyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. P▇▇▇ Pioneer Press), the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association Knight Ridder Health Plan – Medica (St. P▇▇▇ Pioneer Press) and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, Knight Ridder Medical Plans for Employees Represented by the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trustsSan J▇▇▇ Mercury News Guild Employees, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) terms of such plans as in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately effect immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessaryClosing Date, to the extent possiblesuch amounts exceed, to effectuate in the intent aggregate, the sum of this Section 7.12(g)$1 million plus the positive balances in the VEBAs (as defined in the Other Agreement) as of the Closing Date.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"”), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans” ), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or a dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $90,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green Option).

Welfare Plans. (i) Except as otherwise required by the terms of any such plan, all Transferring NTS Employees shall cease participation in any Welfare Plan sponsored or maintained by FDC, IPS or NTS except for any transition period provided hereinfor in SUBSECTION 7.4(a)(x) above. Except as otherwise required by the terms of any such plan, immediately prior toall Transferring Comdata Employees shall cease participation in any Welfare Plan sponsored or maintained by Ceridian or Comdata except for any transition period provided for in SUBSECTION 7.4(a)(ix) above. (ii) Commencing on the Comdata Effective Date, Transferring NTS Employees shall be eligible for those Welfare Plans of Ceridian and subject toComdata in effect for similarly situated existing employees of Comdata (collectively, the Spin Off"COMDATA WELFARE PLANS"). Transferring NTS Employees shall be credited for their length of service with NTS and its Affiliates for all purposes under the Comdata Welfare Plans, IFG including eligibility. Any pre-existing condition limitation under a Comdata Welfare Plan shall cause all IFG Benefit be waived for Transferring NTS Employees and their eligible dependents. Commencing on the FDFS Effective Date, Transferring Comdata Employees shall be eligible for those Welfare Plans that are employee welfare benefit plansof FDC or IPS in effect for similarly situated existing employees of IPS (collectively, as defined in Section 3(1) of ERISA (the "Existing IPS WELFARE PLANS"). Transferring Comdata Employees shall be credited for their length of service with Comdata and its Affiliates for all purposes under the IPS Welfare Plans"), including eligibility. Any pre-existing condition limitation under an IPS Welfare Plan shall be waived for Transferring Comdata Employees and their eligible dependents. (iii) IPS shall be responsible for providing continuation coverage to be divided into separate, identical component plans covering, respectively, (i) the Retained NTS Employees who do not become Transferred NTS Employees (and their beneficiaries) (the "IFG Welfare Plans"covered dependents) and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Transferring NTS Employees (and their beneficiariescovered dependents) (respectively, under each of its applicable health plans with respect to all qualifying events under COBRA and comparable state law which occur before the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants Comdata Effective Date. Comdata shall be responsible for providing continuation coverage to Transferring NTS Employees (and their beneficiariescovered dependents) under each of its applicable group health plans with respect to all qualifying events under COBRA and comparable state law which occur on or after the Comdata Effective Date. Comdata shall be responsible for providing continuation coverage to Comdata Employees who do not become Transferring Comdata Employees (and their covered dependents) and Transferring Comdata Employees (and their covered dependents) under each of its applicable group health plans with respect to all qualifying events under COBRA and comparable state law which occur before the IPS Effective Date. IPS shall be responsible for providing continuation coverage to Transferring Comdata Employees (and their covered dependents) under each of its applicable group health plans with respect to all qualifying events under COBRA and comparable state law which occur on or after the IPS Effective Date. (iv) Except as otherwise expressly provided in this SECTION 7.4(b), IPS shall be liable for, and shall indemnify and hold each Ceridian Group Member harmless from, all claims incurred by Transferring NTS Employees and other current or former employees of IPS (and their covered dependents) under the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo IPS Welfare Plans. Except as otherwise expressly provided in this SECTION 7.4(b), SpinCo LTD PlanComdata shall be liable for, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain indemnify and hold each FDC Group Member harmless from, all claims incurred by Transferring Comdata Employees which occur before the IFG IPS Effective Date and other current or former employees of Comdata (and their covered dependents) under the Comdata Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g).

Welfare Plans. Except as otherwise provided herein, immediately prior to, and subject to, the Spin OffDistribution, IFG the Company shall cause all IFG Benefit Plans Company employee benefit plans that are employee welfare benefit plans, as defined in Section 3(13(l) of ERISA (the "Existing Welfare Plans"), to be divided into separate, identical component plans covering, respectively, (i) the Retained Employees (and their beneficiaries) (the "IFG Company Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Holdings Welfare Plans"). Notwithstanding the foregoing, IFG the Company shall cause the IFG Company Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG the Company after the Spin Off Distribution and employees who were working in the United States' States based multifamily apartment business of IFG the Company and the Subsidiaries not set forth on Section 4.2(b4.2(h) of the IFG Company Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG Company LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo " Holdings LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin OffDistribution, IFG the Company shall cause a "spin spin-off" of the assets and liabilities of each of the IFG Company Voluntary Employees' Beneficiary Association and the Existing Company's existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG Company VEBA" and "IFG Company Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo Holdings VEBA" and the "SpinCo Holdings Flex Plan"). Immediately prior to and subject to, the Spin OffDistribution, IFG the Company shall cause the SpinCo Holdings Welfare Plans, SpinCo Holdings LTD Plan, SpinCo Holdings VEBA and SpinCo Holdings Flex Plan to be transferred to SpinCo Holdings but shall retain the IFG Company Welfare Plans, IFG Company LTD Plan, IFG Company VEBA and IFG Company Flex Plan. Prior to the Spin OffDistribution, IFG the Company shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g7.2(c).

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior toto the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and subject toBuyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) On the Closing Date, Seller shall transfer to Buyer the Voluntary Employees’ Beneficiary Associations (“VEBAs”) which fund the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. P▇▇▇ Pioneer Press) and the Knight Ridder Health Plan — Medica (St. P▇▇▇ Pioneer Press), to the extent not otherwise included in the Acquired Assets. In addition, Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by MediaNews (or its permitted assignee under Section 11.8 of the Bay Area Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Bay Area Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. P▇▇▇ Pioneer Press), the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association Knight Ridder Health Plan – Medica (St. P▇▇▇ Pioneer Press) and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, Knight Ridder Medical Plans for Employees Represented by the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trustsSan J▇▇▇ Mercury News Guild Employees, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) terms of such plans as in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately effect immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessaryClosing Date, to the extent possiblesuch amounts exceed, to effectuate in the intent aggregate, the sum of this Section 7.12(g)$1 million plus the positive balances in the VEBAs as of the Closing Date.

Welfare Plans. Except as otherwise provided herein(a) As of the Closing Date, immediately Buyer shall assume and maintain for the benefit of the Transferred Employees the New Welfare Plans (defined below) and the Seller Plans which cover solely Transferred Employees listed on SCHEDULE 12.04(A) (collectively, the "Assumed Seller Plans"). (b) Immediately prior to, and subject to, the Spin OffClosing, IFG Seller shall cause all IFG Benefit of the Seller Plans that are "employee welfare benefit plans, " which cover Transferred Employees as defined in Section 3(1) well as other employees of ERISA the Seller and its Affiliates (the "Existing Seller Welfare Plans"), ) to be divided into separate, identical component plans covering, respectively, covering respectively (i) the Retained Transferred Employees (and their beneficiaries) (the "IFG New Welfare Plans") and (ii) all other Existing Seller Welfare Plan participantsparticipants (and their beneficiaries), including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless of when an election for continuation coverage is made by the participant M&A Qualified Beneficiaries (the "SpinCo Drexel Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately Immediately prior to, and subject to, the Spin OffClosing, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG Seller shall cause the SpinCo Drexel Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan Plans to be transferred to SpinCo but shall retain the IFG Welfare PlansDrexel Technical Associate, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Inc. Prior to the Spin OffClosing, IFG Seller shall draft the appropriate documents in a form and substance reasonably satisfactory to Buyer and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g12.04(b). Effective as of the Closing Date, Buyer shall assume the New Welfare Plans subject to, and conditioned upon, the Closing. (c) Notwithstanding the foregoing, to the extent that Buyer provides similar benefits under a different plan, nothing contained in this Section 12.04 shall cause or result in the Transferred Employees receiving, or being eligible to receive, duplicate benefits or, until December 31, 2003, if the Transferred Employees (and their beneficiaries) are eligible to participate at substantially similar terms in the Buyer's different plan(s) providing similar benefits, require the Buyer to continue such Assumed Seller Plans or New Welfare Plans for any period of time following the Closing Date, or (iii) preclude the Buyer from terminating, amending or suspending the Assumed Seller Plans or the New Welfare Plans.

Welfare Plans. Except as otherwise provided herein, immediately (a) Seller or its Subsidiaries (other than any Acquired Company) will retain all Liabilities for claims incurred by a Business Employee (and his or her eligible spouse and dependents) on or prior to, and subject to, to the Spin Off, IFG shall cause all IFG Closing Date under the Employee Benefit Plans that are employee welfare benefit plans, as defined in plans within the meaning of Section 3(1) of ERISA and all short term disability, salary continuation, severance plans or arrangements (the "Existing Welfare Plans"). For this purpose claims under any medical, dental, vision, or prescription drug plan generally will be deemed to be divided into separateincurred on the date that the service giving rise to such claim is performed and not when such claim in made; PROVIDED, identical component plans coveringHOWEVER, respectively, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan will be incurred on the date the Business Employee is first absent from work because of the condition giving rise to such disability and not when the Business Employee is determined to be eligible for benefits under the applicable Welfare Plan. Seller will provide any continuation coverage required under Part 6 of Title I of ERISA or applicable state law (i) the Retained Employees (and their beneficiaries) (the "IFG Welfare PlansCOBRA") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA (as defined in COBRA) occurs on or prior to the Closing Date regardless of when an election for continuation coverage is made by the participant and each "M&A Qualified Beneficiary", as defined under Treasury designation Section 54.4980B-9. (the "SpinCo Welfare Plans"). b) Notwithstanding the foregoing, IFG shall cause as soon as practicable following the IFG Long Term Disability Plan Closing Date, Seller or its Subsidiaries, as applicable, will spin-off and transfer all of the accounts of its Section 125 flexible spending plan attributable to Business Employees to a new Section 125 flexible spending plan established by Purchaser. Seller and its Subsidiaries (other than the "Existing LTD Plan"Acquired Companies) will have no liability with respect to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG Purchaser's Section 125 flexible spending plan after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible Closing Date, including liability for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately any claims incurred prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g)Closing Date.

Welfare Plans. Except as otherwise provided hereinin this SECTION 5.7(D) and SECTIONS 5.7(I), immediately prior to(K), (L), (N) and subject to(Q), coverage for all Active Company Employees and their respective spouses and dependents under the Spin Off, IFG shall cause all IFG Seller Benefit Plans that are employee welfare benefit plans, as defined in plans within the meaning of Section 3(1) of ERISA (the "Existing Welfare PlansSELLER WELFARE PLANS"), ) shall cease to be divided into separate, identical component plans covering, respectively, (i) effective immediately prior to the Retained Closing Date. Sellers and the Seller Welfare Plans shall be liable for all claims incurred at any time for individuals who are not Active Company Employees or Former Employees (and their beneficiaries) (the "IFG Welfare Plans"spouses and dependents) and for all claims incurred (iiwhether or not reported) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless with respect to Active Company Employees and Former Employees and their spouses and dependents under the Seller Welfare Plans. On and after the Closing Date, Buyer and the Sold Companies and Subsidiaries shall provide coverage and benefits for all Active Company Employees and their respective eligible spouses and dependents under Buyer's Welfare Plans (as defined below) and shall be responsible for all claims incurred (whether or not reported) with respect to Active Company Employees and their eligible spouses and dependents on and after the Closing Date under the Sold Company Benefit Plans and any plans sponsored by Buyer that are welfare benefit plans within the meaning of when an election for continuation coverage is made by the participant Section 3(1) of ERISA (such plans collectively, the "SpinCo Welfare PlansBUYER'S WELFARE PLANS"). Notwithstanding For purposes of this SECTION 5.7(D) and SECTION 5.7(J), a claim will be deemed "incurred" on the foregoingdate that the event that gives rise to the claim occurs (for purposes of life insurance, IFG sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs); provided that in the event such an individual is in the hospital as an in-patient as of the Closing Date, Sellers shall remain responsible for claims and expenses incurred in connection therewith until release from such hospitalization. The Buyer shall, or shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG Sold Companies and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits to, waive any pre-existing condition limitations and eligibility waiting periods with respect to Active Company Employees and their respective spouses and dependents under the Existing LTD Plan Buyer's Welfare Plans (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, only to the extent possiblesuch pre-existing condition limitations and eligibility waiting periods were satisfied under the Company Benefit Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all deductibles, co-payments, co-insurance and out-of-pocket limitations incurred with respect to effectuate Active Company Employees and their respective spouses and dependents under the intent Company Benefit Plans during the calendar year in which the Closing occurs for purposes of satisfying the corresponding deductibles, co-payment, co-insurance or out-of-pocket limitations for such calendar year under the corresponding Buyer's welfare plans in which the Active Company Employees become entitled to participate after the Closing Date. The provisions of this Section 7.12(g)SECTION 5.7(D) shall not apply in respect of any severance or termination plans, policies or arrangements.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"” ), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans” ), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or the dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance accounts as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance plan account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $340,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green Option).

Welfare Plans. (a) Except as otherwise provided herein, immediately prior to, and subject to, the Spin OffSeparation, IFG ▇▇▇▇ shall cause all IFG Benefit Plans that are of ▇▇▇▇'▇ employee welfare benefit plans, as defined in Section 3(1) of ERISA (the "Existing ▇▇▇▇ Welfare Plans"), to be divided into separate, identical component plans covering, respectively, (i) the Retained Transferred Employees (and their beneficiaries) (the "IFG TCM Welfare Plans") and (ii) all other Existing ▇▇▇▇ Welfare Plan participantsparticipants (and their beneficiaries), including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Separation Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan")participant. Immediately prior to and subject to, the Spin OffSeparation, IFG ▇▇▇▇ shall cause the SpinCo TCM Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan Plans to be transferred to SpinCo TCM but shall retain the IFG ▇▇▇▇ Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin OffSeparation, IFG ▇▇▇▇ shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g4.5(a). (b) On and after the Separation Date, TCM shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation Date for post-Separation periods, and shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation for all periods prior to the Separation Date. (c) TCM shall be responsible for any liabilities or obligations for severance obligations relating to employees of the Newspaper Publishing Business and Graylink Wireless Business whose employment terminates prior to, or on or after the Separation Date. (d) Any Transferred Employee on short-term disability as of the Closing Date that would have become eligible for long-term disability benefits under the ▇▇▇▇ Welfare Plans but for the consummation of the transactions contemplated by this Agreement shall be covered by the ▇▇▇▇ Welfare Plan that provides long-term disability benefits and TCM shall have no obligation to provide such coverage.

Welfare Plans. (a) Except as otherwise provided herein, immediately prior to, and subject to, the Spin OffSeparation, IFG Gray shall cause all IFG Benefit Plans that are of Gray's employee welfare benefit plans, as defined def▇▇▇▇ in Section 3(1) of ERISA ▇▇▇▇▇ (the "Existing Gray Welfare Plans"), to be divided into separate, identical component plans componen▇ ▇▇ans covering, respectively, (i) the Retained Transferred Employees (and their beneficiaries) (the "IFG TCM Welfare Plans") and (ii) all other Existing Gray Welfare Plan participantsparticipants (and their beneficiaries), including without w▇▇▇▇ut limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Separation Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan")participant. Immediately prior to and subject to, the Spin OffSeparation, IFG Gray shall cause the SpinCo TCM Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan Plans to be transferred to SpinCo TCM but shall s▇▇▇▇ retain the IFG Gray Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin OffSeparation, IFG Gray shall draft the appropriate app▇▇▇▇iate documents and use its reasonable best efforts bes▇ ▇▇forts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g4.5(a). (b) On and after the Separation Date, TCM shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation Date for post-Separation periods, and shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation for all periods prior to the Separation Date. (c) TCM shall be responsible for any liabilities or obligations for severance obligations relating to employees of the Newspaper Publishing Business and Graylink Wireless Business whose employment terminates prior to, or on or after the Separation Date. (d) Any Transferred Employee on short-term disability as of the Closing Date that would have become eligible for long-term disability benefits under the Gray Welfare Plans but for the consummation of the transactions conte▇▇▇▇ted by this Agreement shall be covered by the Gray Welfare Plan that provides long-term disability benefits and TCM ▇▇▇ll have no obligation to provide such coverage.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"” ), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans” ), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall use its commercially reasonable efforts (based on information provided by Seller) to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or a dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $70,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green Option).

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior toto the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and subject toBuyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) On the Closing Date, Seller shall transfer to Buyer the Voluntary Employees’ Beneficiary Associations (“VEBAs”) which fund the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Health Plan - Medica (St. ▇▇▇▇ Pioneer Press), to the extent not otherwise included in the Acquired Assets. In addition, Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by MediaNews (or its permitted assignee under Section 11.8 of the Bay Area Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Bay Area Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, Knight Ridder Medical Plans for Employees Represented by the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trustsSan ▇▇▇▇ Mercury News Guild Employees, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) terms of such plans as in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately effect immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessaryClosing Date, to the extent possiblesuch amounts exceed, to effectuate in the intent aggregate, the sum of this Section 7.12(g)$1 million plus the positive balances in the VEBAs as of the Closing Date.

Welfare Plans. (a) Except as otherwise provided herein, immediately prior to, and subject to, the Spin OffSeparation, IFG ▇▇▇▇ shall cause all IFG Benefit Plans that are of ▇▇▇▇'▇ employee welfare benefit plans, as defined in Section 3(1) of ERISA (the "Existing ▇▇▇▇ Welfare Plans"), to be divided into separate, identical component plans covering, respectively, (i) the Retained Transferred Employees (and their beneficiaries) (the "IFG TCM Welfare Plans") and (ii) all other Existing ▇▇▇▇ Welfare Plan participantsparticipants (and their beneficiaries), including without limitation, participants (and their 8 beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Separation Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan")participant. Immediately prior to and subject to, the Spin OffSeparation, IFG ▇▇▇▇ shall cause the SpinCo TCM Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan Plans to be transferred to SpinCo TCM but shall retain the IFG ▇▇▇▇ Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin OffSeparation, IFG ▇▇▇▇ shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(g4.5(a). (b) On and after the Separation Date, TCM shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation Date for post-Separation periods, and shall pay, or cause to be paid, all claims for health care benefits by the Transferred Employees (and their beneficiaries), made after the Separation for all periods prior to the Separation Date. (c) TCM shall be responsible for any liabilities or obligations for severance obligations relating to employees of the Newspaper Publishing Business and Graylink Wireless Business whose employment terminates prior to, or on or after the Separation Date. (d) Any Transferred Employee on short-term disability as of the Closing Date that would have become eligible for long-term disability benefits under the ▇▇▇▇ Welfare Plans but for the consummation of the transactions contemplated by this Agreement shall be covered by the ▇▇▇▇ Welfare Plan that provides long-term disability benefits and TCM shall have no obligation to provide such coverage.

Welfare Plans. Except (a) Effective as otherwise provided hereinof the Closing (or the date of hire with Buyer for LOA Employees), immediately prior toMt. Holly Em▇▇▇▇▇es, Former Mt. Holly Em▇▇▇▇▇es, Mt. Holly Ne▇ ▇▇▇es and subject to, their respective spouses and dependents will cease to be covered by the Spin Off, IFG shall cause all IFG Benefit Employee Plans that are employee short term disability plans and welfare benefit plans, as defined in benefits plans within the meaning of Section 3(1) of ERISA (the "Existing together, “Seller’s Welfare Plans"”). The Seller shall, and shall cause the Seller’s Welfare Plans to, process and pay all claims for benefits by Mt. Holly Em▇▇▇▇▇es, Former Mt. Holly Em▇▇▇▇▇es, Mt. Holly Ne▇ ▇▇▇es and their respective spouses and dependents incurred on and before the Closing Date (or the date of hire with Buyer for LOA Employees) (“Mt. Holly We▇▇▇▇▇ Claims”), to be divided into separate, identical component plans covering, respectively, and the Buyer shall reimburse the Seller for all (i100%) the Retained Employees (and their beneficiaries) (the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements amounts of Section 4980 such Mt. Holly We▇▇▇▇▇ Claims paid except to the extent that Mt. Holly We▇▇▇▇▇ Claims are paid under an insurance policy. Notwithstanding the preceding sentence, Mt. Holly We▇▇▇▇▇ Claims will not include any claims for welfare benefits that were reimbursed by the Buyer to the Seller or any of its Affiliates for Mt. Holly Em▇▇▇▇▇es, Former Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es prior to the Code Closing (or the date of hire with Buyer for LOA Employees). To the extent any Mt. Holly We▇▇▇▇▇ Claims are payable under an insurance policy held by the Seller or its Affiliates, the Seller will, and Title Iwill cause the Seller’s Welfare Plans to, Subtitle B of ERISA take all commercially reasonable actions necessary to process such claims incurred on or prior to the Closing Date regardless (or the date of when an election hire with Buyer for continuation coverage is made LOA Employees) and obtain payment under the applicable insurance policy held by the participant Seller or its Affiliate. For purposes of this Section 7.11, a claim shall be deemed “incurred” on the date that the event, illness, injury or disability that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the "SpinCo Welfare Plans"date that treatment or services are provided (for purposes of health care programs). Notwithstanding Effective as of the foregoingClosing (or the date of hire with Buyer for LOA Employees), IFG Mt. Holly Em▇▇▇▇▇e and Mt. Holly New Hire participants in Seller’s Welfare Plans as of the Closing Date (or the date of hire with Buyer for LOA Employees) shall be immediately eligible to participate in the Buyer’s welfare plan(s). Amounts paid by such participants towards deductibles and copayment limitations under the Seller’s Welfare Plans for the 2014 plan year shall be counted toward meeting any similar deductible and copayment limitations under the Buyer’s welfare plan(s) for the 2014 plan year. (b) Effective as of the Closing (or the date of hire with Buyer for LOA Employees), the Buyer shall assume (or cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG Company and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"Subsidiaries, if applicable, to continue to honor or assume). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, to the extent possiblenot otherwise required by or resulting from operation of Law, all post-retirement welfare benefit obligations of the Seller with respect to effectuate the intent of this Section 7.12(g).all Mt. Holly Em▇▇▇▇▇es, Mt. Holly Ne▇ ▇▇▇es and Former Mt.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"”), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans” ), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or the dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance accounts as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance plan account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $270,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG Closing Date but not paid until after the Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and Retirees (Blue and Green Option). (d) Seller shall draft retain all liability relating to long-term disability benefits for any Acquired Employee receiving short-term disability benefits under the appropriate documents applicable Benefit Plan as of the Closing Date who subsequently becomes entitled to long-term disability benefits. Buyer shall provide to Seller any and use its reasonable best efforts all information with respect to take all actions necessary, to the extent possible, to effectuate the intent of Acquired Employees described in this Section 7.12(g)7.2(d) as is necessary for Seller’s administration of the long-term disability benefits to which such Acquired Employees become entitled. In addition, if an Acquired Employee returns to work for the Buyer or dies, Buyer shall notify Seller within five business days of the date the Acquired Employee returns to work or, in the case of the Acquired Employee’s death, the date Buyer obtains knowledge of such death.

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"”), each Acquired Employee shall subject to applicable Law, and applicable tax qualification requirements, be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans” ), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or a dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $220,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Knight Ridder Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green and Blue 750 Options).

Welfare Plans. Except as otherwise provided herein(a) For all purposes (including purposes of vesting, immediately prior to, eligibility to participate and subject to, level of benefits) under the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) plans of ERISA Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the "Existing “New Welfare Plans"”), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be divided into separatecredited with his or her years of service with Knight Ridder or its affiliates, identical component plans covering, respectively, (i) including the Retained Employees (Acquired Companies and their beneficiaries) (Subsidiaries, before the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participantsClosing, including without limitationto the same extent as such Acquired Employee was entitled, participants (and their beneficiaries) who experienced a "qualifying event" before the Closing, to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the Retained Employees consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (and their beneficiaries) (respectivelysuch plans, collectively, the "IFG VEBA" and "IFG Flex Plan") “Old Plans”), and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex for purposes of each New Welfare Plan (respectivelyproviding medical, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior dental, pharmaceutical and/or vision benefits to and subject toany Acquired Employee, the Spin OffBuyer, IFG or, as applicable, an Acquired Company, shall cause the SpinCo all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to SpinCo but the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan or a dependent care assistance plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending and dependent care assistance account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan and dependent care assistance account balances. (c) Seller shall retain the IFG Welfare PlansLiabilities of Seller and its Subsidiaries, IFG LTD Planin excess of $400,000, IFG VEBA and IFG Flex Plan. Prior for the claims incurred by Business Employees prior to the Spin Off, IFG shall draft Closing Date but not paid until after the appropriate documents Closing Date under the Group Medical Benefit Plan for Employees and use its reasonable best efforts to take all actions necessary, to the extent possible, to effectuate the intent of this Section 7.12(gRetirees (Blue and Green Option - United Healthcare).

Welfare Plans. Except as otherwise provided herein, immediately prior to(a) BH Media shall assign to Buyer, and subject to, Buyer shall assume the Spin Off, IFG shall cause all IFG BH Media Employee Benefit Plans to the extent that are employee welfare benefit plans, as defined in Section 3(1) such assignment and assumption is permitted under the terms of ERISA such plans (the "Existing “Assumed Plans”). Buyer shall permit the Acquired Employees to continue active participation in Assumed Plans until Buyer determines that it is advisable for the Acquired Employees to commence participation in benefit plans maintained by Buyer (or its Affiliates) in accordance with the terms of Buyer’s (or its Affiliates’) plans (the “Buyer Welfare Plans"” ). If any of the BH Media Employee Benefit Plans is not assignable by BH Media or assumable by Buyer, then Buyer will use commercially reasonable efforts to permit any Acquired Employees affected by such circumstances to participate in comparable Buyer Welfare Plans. At such time as the Acquired Employees begin participation in any of the Buyer Welfare Plans, for all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the Buyer Welfare Plans providing benefits to any Acquired Employees after the Closing, each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with BH Media or its Affiliates before the Closing, to be divided into separatethe same extent as such Acquired Employee was entitled, identical component plans coveringbefore the Closing, respectively, (i) the Retained Employees (and their beneficiaries) (the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" to credit for purposes of the group health such service under any similar employee benefit plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing Date regardless Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans")benefits. Notwithstanding the foregoingIn addition, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without without limiting the generality of the foregoing, each Acquired Employee shall be immediately prior toeligible to participate, without any waiting time, in any and subject to, the Spin Off, IFG all Buyer Welfare Plans. Buyer shall cause a "spin off" any eligible expenses incurred by an Acquired Employee and his or her covered dependents during the portion of the assets and liabilities of each plan year of the IFG Voluntary Employees' Beneficiary Association and applicable plan ending on the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting date such employee’s participation in the division corresponding Buyer Welfare Plan begins to be taken into account under such Buyer Welfare Plan for purposes of each of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the VEBA and the Flex Plan into separate, identical, component plans and trusts, applicable plan year as if such amounts had been paid in accordance with applicable lawsuch Buyer Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health or limited purpose flexible spending account plan as of the Closing Date, covering, respectively, (i) BH Media shall transfer to Buyer in cash any positive balance in such Acquired Employee’s health or limited purpose flexible spending account as of the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG Flex Plan. Prior to the Spin Off, IFG shall draft the appropriate documents and use its reasonable best efforts to take all actions necessary, Closing Date to the extent possiblenot otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to effectuate the intent of this Section 7.12(g)that Acquired Employee’s health or limited purpose flexible spending account plan balance.