Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.

Employee Plans. (a) Schedule 4.17(a3.13(a) contains to the Disclosure Letter lists, as of the date of this Agreement, each material Business Employee Benefit Plan (excluding any offer letter or employment agreement required by applicable Law or any Collective Bargaining Agreement) in which any Employee of the Business is entitled to participate or to which he or she is a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting party and each such Business Employee Benefit Plan and that is an Assumed Benefit Plan sponsored by a Transferred Company is identified with an asterisk on Schedule 3.13(a) to the summary plan description for each such Employee Plan (if applicable)Disclosure Letter. (b) No Employee Plan is a Multiemployer Plan and since January 1Except as set forth in Schedule 3.13(b) to the Disclosure Letter, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability (i) with respect to a Multiemployer Plan. No each material Business Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Benefit Plan, true and complete copies of all plan documents (including all amendments and modifications thereof) or a summary of material terms thereof, or a form or sample of each material employment agreement (including an actual copy of any such agreement that contains material individualized terms, other than, for the avoidance of doubt, terms with respect to information covered by Section 8.01(b) or employee names or addresses) have been made available in the Data Room as of the date of this Agreement; provided that, if Buyer notifies Seller Title IV in writing that Buyer has reasonably determined that any such summary is not sufficient for Buyer to determine the material terms of any of the foregoing applicable Business Employee Benefit Plans, Seller shall use reasonable best efforts to provide to Buyer within twenty (20) days following the date Seller receives such notice a true and complete copy of the plan document or additional summaries such that Buyer can reasonably determine the material terms of such Business Employee Benefit Plan; (ii) with respect to each Assumed Benefit Plan but excluding any Seller Subsidiary sponsored by a Transferring Company, each writing constituting a part of such Assumed Benefit Plan, or, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 such plan in a jurisdiction outside of the Code United States in which formal plan documents are not customary, a summary of the material terms of such plan, shall have been made available in the Data Room as of the date of this Agreement; (iii) with respect to any Assumed Benefit Plan that provides defined benefit pension or retiree medical benefits, a good faith estimate of the accumulated benefit obligation or accumulated postretirement benefit obligation of such Assumed Benefit Plan, as applicable, with respect to liabilities that, to the knowledge of Seller, may become obligations of Buyer and its Affiliates, shall have been delivered to Buyer as of the date of this Agreement; and (iv) with respect to any Assumed Benefit Plan described in the preceding clause (iii) that is funded, a good faith estimate of the value of the assets of such plan that, to the knowledge of Seller, may transfer to Buyer pursuant to Annex 2.02(a)(xii), shall have been delivered to Buyer as of the date of this Agreement. (c) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that could be a liability of Buyer and its Affiliates following the Closing in respect of any employee benefit plan maintained or contributed to by Seller Title IV and its Affiliates and that is not an Assumed Benefit Plan. (d) Each Assumed Benefit Plan (and each related trust, insurance contract or fund) (i) has been maintained, contributed to, funded, operated and administered in all material respects in accordance with the terms of such Assumed Benefit Plan and in accordance in all material respects with ERISA, the Code and any other applicable Law, (ii) if intended to qualify for special Tax treatment, meets in all material respects all requirements for such treatment and (iii) if intended to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions and as required by applicable Law. There has occurred are no non-exempt “prohibited transaction” material pending or threatened claims (within other than claims for benefits in the meaning ordinary course), lawsuits or arbitrations that have been asserted in respect of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA Assumed Benefit Plans that would could reasonably be expected to result in any material liabilityliability to any Governmental Entity, direct or indirect, for Purchaser any participant in any Assumed Benefit Plan or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)other party. (ce) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused Neither the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy execution of this Agreement nor the consummation of the trust Transactions (whether alone or together with any other events) will, subject to Buyer’s compliance with its obligations under Section 8.01, result in or cause the accelerated vesting, funding agreement and or delivery of or increase the latest financial statements thereofamount of any, (B) where applicablepayment or benefit to any Employee of the Business, Forms 5500 with respect in each case, except for arrangements relating to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) exercise by an Employee of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor Business of any Seller Subsidiary Plan or rights under applicable Law (including any right to the Knowledge object to a mandatory transfer of Seller, any correspondence between Seller employment to Buyer or any of its Affiliates and any Governmental Entity concerning right to reject an offer of employment from Buyer or any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death of its Affiliates). No amount paid or similar benefits payable (whether in the form of cash, property or not insuredother benefits) other than as required under applicable Law; by Seller in connection with the Transactions hereby (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, whether alone or together with any other event, cause there to events) will be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a an “non-qualified deferred compensation planexcess parachute payment” within the meaning of section 409A(d)(1) Section 280G of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Each UCI Employee Plan has been operated and administered in compliance with, and is currently in compliance with, its terms and with the summary plan description requirements prescribed by applicable Law, except for each such Employee Plan (if applicable)failures to so comply as would not have, individually or in the aggregate, a Material Adverse Effect. (b) No Section 3.19(b) of the Seller Disclosure Letter sets forth a list of each UCI Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Personrequired, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) , to assume any Liabilities pursuant to Section 5.01 or any officer9.02(b)(iii), director or employee of and Seller has made available to Purchaser or any of its Affiliates (including without limitation all documentation related to the Seller Subsidiaries as of and following the Closing)UCI Employee Plans. (c) Except All contributions to, and payments from, each UCI Employee Plan required to be made under the UCI Employee Plans have been timely made or will be timely made by the Closing Date. Seller has, or has caused to be, fully paid all bonuses due to UCI Employees with respect to the fiscal year ended December 31, 2007 (which did not exceed ***** in the aggregate) in such amounts and to such employees as set forth in Schedule 4.17(c)on Section 3.19(c) of the Seller Disclosure Letter. All reports, returns and similar documents, if any, with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended UCI Employee Plans required to be qualified under section 401(afiled with any Governmental Authority or distributed to any participant in such UCI Employee Plan have been duly and timely filed or distributed or will be filed or distributed by the Closing Date. (d) of the Code, the most recent determination letter from the Internal Revenue ServiceThere are no pending investigations by any Governmental Authority involving any UCI Employee Plan, and (D) since the Acquisition Date of the sponsor of there are no material pending claims or Actions against any Seller Subsidiary UCI Employee Plan asserting any rights or claims to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to benefits under such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the UCI Employee Plan. The consummation of the transactions contemplated hereby by this Agreement will not, alone not create or with otherwise result in any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties Liability with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any UCI Employee Plan. (e) Other than as listed on Section 3.10(m) of its Affiliates (including without limitation the Seller Subsidiaries as Disclosure Letter, no labor union or similar contract is applicable to any Acquired Company or the UCI Businesses, and, to Seller’s knowledge, there is no activity, proceeding or movement to organize any UCI Employees. There are no strikes, slowdowns, work stoppages, lockouts or boycotts relating to any Acquired Company or the UCI Businesses, and Seller has no knowledge of any pending or threatened strikes, slowdowns, work stoppages, lockouts and following the Closing); boycotts. The Acquired Companies are not subject to any “multi-employer” or similar plans, and (ix) there are no pending or, pensions relating to any UCI Employee. The consummation of the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to Transactions will not result in or cause Liabilities under any of the assertion of any such claimUCI Employee Plans.

Employee Plans. (a) Schedule 4.17(aWith respect to other than a Multiemployer Plan, (i) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each Plan hereafter adopted or maintained by Borrower or any of its ERISA Affiliates, Borrower shall or shall cause such Employee ERISA Affiliate to seek and receive determination letters from the IRS to the effect that such Plan is qualified within the meaning of IRC Section 401(a); (if applicableii) from and after the adoption of any Plan by Borrower or any of its ERISA Affiliates, Borrower shall cause such Plan to be qualified within the meaning of IRC Section 401(a) and to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a); and (iii) Borrower shall not take any action which would cause such Plan not to be qualified within the meaning of IRC Section 401(a) or not to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a). (b) No Employee Plan is a Multiemployer Plan Borrower shall, and since January 1shall cause each of its ERISA Affiliates to, 2002deliver to Agent: (i)(A) as soon as possible, neither Sellerand in any event within 30 days, FGWLA, the Seller Subsidiaries nor after Borrower or any such ERISA Affiliate knows or has reason to know that any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” Event described in Section 4063 clause (a) of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity the definition of ERISA Event or any employee event requiring disclosure under Section 4063(a) of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There Plan of Borrower or any of its ERISA Affiliates has occurred no non-exempt “prohibited transaction” and (B) within 10 days after Borrower or any of its ERISA Affiliates knows or has reason to know that any other ERISA Event with respect to any Plan of Borrower or any of its ERISA Affiliates has occurred or a request for a minimum funding waiver under IRC Section 412 with respect to any Plan of Borrower or any of its ERISA Affiliates has been made, a statement of the chief financial officer of Borrower or such ERISA Affiliate setting forth details as to such Reportable Event or other event and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice of such Reportable Event or other event, if required by the applicable regulations under ERISA, given to the PBGC; (ii) promptly (and in any event within 30 days) after the filing thereof by Borrower or such ERISA Affiliate with the DOL, IRS or the PBGC, copies of each annual and other report with respect to each Plan of Borrower and its ERISA Affiliates; (iii) promptly (and in any event within 30 days) after receipt thereof, a copy of any adverse notice, determination letter, ruling or opinion Borrower or such ERISA Affiliate may receive from the PBGC, DOL or IRS with respect to any Plan of Borrower or any of its ERISA Affiliates; (iv) promptly, and in any event within ten Business Days after receipt thereof, a copy of any correspondence Borrower or such ERISA Affiliate receives from the plan sponsor (as defined in ERISA Section 4001(a)(10)) of any Multiemployer Plan concerning potential withdrawal liability pursuant to ERISA Section 4219 or Section 4202, and a statement from the chief financial officer of Borrower or such ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) notification within 30 days of any material increase in the benefits of any existing Plan of Borrower or any of its ERISA Affiliates which is not a Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which Borrower or such ERISA Affiliate was not previously contributing; (vi) promptly, and in any event within ten Business Days, after receipt thereof by Borrower or such ERISA Affiliate from the PBGC, copies of each notice received by Borrower or such ERISA Affiliate of the PBGC's intention to terminate any of their Plans or to have a trustee appointed to administer any of their Plans; (vii) notification within ten days of a request for a minimum funding waiver under IRC Section 412 with respect to any Plan and a copy of such request; (viii) notification within two Business Days after Borrower or any of its ERISA Affiliates knows or has reason to know that Borrower or such ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of section 4975 of the Code or section 406 of ERISASection 4041(c) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)notice; and (ix) there are no pending orpromptly after the commencement thereof, to the respective Knowledges notice of Seller all actions, suits and FGWLAproceedings before any court or Governmental Authority, threatened claims by domestic or on behalf foreign, affecting Borrower, any of its ERISA Affiliates or any Seller Subsidiary PlanPlan of Borrower or any of its ERISA Affiliates except those which, or by or on behalf if adversely determined, would not have a reasonable likelihood of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimhaving a Material Adverse Effect.

Employee Plans. (a) Schedule 4.17(a) contains 8.18 annexed hereto and made a part hereof is a complete and correct list of each all Employee PlanPlans maintained or contributed to by Benedek or any ERISA Affiliate of Benedek with respect to its employees at KCOY, including any employee benefit plans within the meaning of Section 3(3) of ERISA. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting True and complete copies of each such Employee Plan have been heretofore made available to AKMG. All such Employee Plans, related trust instruments or annuity contracts (or any other funding instruments) are legal, valid and the summary plan description for binding and are in full force and effect, and each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualifiedqualified and has been so qualified at all times since its inception. All such Employee Plans have been maintained, in all material respects, in accordance with the trusts maintained thereunder requirements of the Code and ERISA, or any other applicable statute, regulation or rule. There are exempt from taxation under section 501(ano pending claims against any such Employee Plan (other than routine claims for benefits in accordance with its terms) nor, to the knowledge of Benedek, has any claim been threatened in writing by any participant thereof or beneficiary thereunder. 8.18.1 No Employee Plan with respect to employees at KCOY is covered by Title IV of ERISA, Section 302 of ERISA or Section 912 of the Code. 8.18.2 With respect to all Employee Plans with respect to employees at KCOY that are defined contribution plans, Benedek and any ERISA Affiliate of Benedek have made all contributions due thereunder for plan years prior to the date hereof. 8.18.3 Neither Benedek nor any ERISA Affiliate of Benedek or any plan fiduciary of any Employee Plan with respect to employees at KCOY is or has engaged in any transaction in violation of Section 406(a) or 406(b) of ERISA for which no condition exemption exists that would reasonably be expected to adversely affect such qualifications; (v) under ERISA or under applicable sections of the execution and the delivery Code. Neither Benedek nor any ERISA Affiliate of this Agreement Benedek, or the consummation administering committee or trustees of any such Employee Plan has received (i) notice from the IRS or the Department of Labor of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting occurrence of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” prohibited transaction within the meaning of section 409A(d)(1Section 406 of ERISA, or (ii) notice of any breach of loyalty, prudence, diversification or effectuation within the meaning of Section 404 of ERISA. 8.18.4 No Employee Plan with respect to employees at KCOY is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. 8.18.5 All Employee Plans with respect to employees at KCOY are in material compliance with all applicable reporting, disclosure, filing and other administrative requirements pertaining to employee benefit plans set forth in the Code has been operated and ERISA and rules and regulation promulgated under either, including, but not limited, to those set forth in good faith compliance with section 409A Sections 6057, 6058 and 6059 of the Code and applicable rules and regulations thereunder, and in Sections 101, 102, 103, 104, 105, and 107 of ERISA. 8.18.6 With respect to employees at KCOY, Benedek and any ERISA Affiliate of Benedek at all times have been in full compliance with all provisions of the guidance issued thereunder; (viii) neither Seller nor Title X of COBRA, and with the provisions of Part 6 of Title I of ERISA. 8.18.7 During the twelve-consecutive month period prior to the date of this Agreement, no steps have been taken to terminate any Seller Subsidiary Employee Plan with respect to employees at KCOY, and no contribution failure has incurred any liability for any excise, income or other taxes or penalties occurred with respect to any Seller Subsidiary such Employee Plan that would reasonably be expected sufficient to give rise to a lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to such an Employee Plan which might result in the incurrence of any material liability, fine or penalty by either Benedek or any ERISA Affiliate of Benedek. Neither Benedek nor any ERISA Affiliate of Benedek has any contingent liability with respect to any post-retirement benefit under any welfare plan with respect to employees at KCOY, as such term is defined in Section 3(1) of ERISA, other than liability for continuation coverage described in Part 6 of Title I of ERISA. 8.18.8 The transactions contemplated by this Agreement will not result in any liability, direct payment or indirect, for Purchaser or series of payments by Benedek to any person of its Affiliates (including without limitation a parachute payment within the Seller Subsidiaries as meaning of and following Section 280G of the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(a3.10(a) contains a list of the Disclosure Schedules lists each material Business Employee Plan and separately identifies each Transferred Subsidiary Plan. For each material Business Employee Plan, the Seller has made available to the Buyer true and complete summaries of the material terms of each such Business Employee Plan. For each material Business Employee Plan, the Seller or FGWLA has made availableavailable to the Buyer a copy of such plan and all material amendments thereto. For each material Business Employee Plan that is an Assumed Plan or Transferred Subsidiary Plan, or has caused the Seller Subsidiaries has additionally made available to make availablethe Buyer (i) each trust, to Purchaser the plan documents insurance, annuity or other writing constituting each such Employee Plan and funding contract related thereto, (ii) the most recent summary plan description for each such Employee Plan and (if applicable)iii) the most recent financial statements and actuarial or other valuation reports. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with With respect to a Multiemployer Plan. No the Business Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from Plans, except as would not, individually or in connection with any Employee Planthe aggregate, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any a material liabilityLiability to the Business or otherwise materially impair the operation of the Business: (i) no event has occurred and, direct to the Knowledge of the Seller, there exists no condition or indirect, for Purchaser set of circumstances in connection with which the Seller or any of its Affiliates would reasonably be expected to incur any liability under the applicable Law; (including without limitation ii) to the Seller Subsidiaries as Knowledge of the Seller, each of the Business Employee Plans has been established, funded, operated and following administered in accordance with its terms and applicable Law; (iii) all employer and employee contributions to each Assumed Plan and Transferred Subsidiary Plan required by Law or by the Closingterms of such plan have been timely made or, if applicable, accrued in accordance with normal accounting practices; and (iv) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of each Business Employee Plan required to be registered has been registered and following the Closing)has been maintained in good standing with applicable regulatory authorities. (c) Except as set forth in Schedule 4.17(c)3.10(c) of the Disclosure Schedules, no Business Employee Plan is, and no member of the Company Group maintains, sponsors, contributes to, has any obligation to contribute to, or otherwise has any liability under or with respect to Seller Subsidiary Plans: any (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser “multiemployer plan” (as defined in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a3(37) of the Code, the most recent determination letter from the Internal Revenue Service, and (DERISA) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan plan that is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) ERISA or Section 412 of the Code or is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) otherwise as defined benefit plan (as defined in Section 414 of the Code, and no condition exists that ). (d) No Business Employee Plan provides any post-retirement medical or life insurance benefits to any Business Employee (other than coverage mandated by applicable Law). (e) Except as would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone individually or with any other eventin the aggregate, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liabilitya material Liability to the Business or otherwise materially impair the operation of the Business, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ixi) there are no pending oror threatened in writing Actions concerning the Business Employee Plans and (ii) there are no audit, inquiries or proceedings pending or threatened in writing by any Governmental Authority with respect to the respective Knowledges Business Employee Plans. (f) Except as set forth in Schedule 3.10(f) of Seller and FGWLAthe Disclosure Schedules, threatened claims by neither the execution of this Agreement nor the consummations of the transactions contemplated hereby (either alone or on behalf together with any other event) will (i) entitle any current or former Business Employee or any other current or former individual service provider of the Business to any material payment or benefit, (ii) accelerate the time of payment or vesting, trigger any material payment or funding or increase the amount of compensation or benefits due to any current or former Business Employee or any other current or former individual service provider of the Business (or any dependent or beneficiary thereof), (iii) restrict or limit the ability of any Seller Subsidiary member of the Company Group to administer, amend or terminate any Business Employee Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to (iv) result in any payments or benefits that, individually or in combination with any other payment or benefit, could constitute an “excess parachute payment” (within the assertion meaning of Section 280G of the Code). (g) No current or former Business Employee or any such claimother current or former individual service provider of the Business is entitled to be indemnified, grossed-up, reimbursed or otherwise made whole for any Taxes, including under Section 409A, 457A or 4999 of the Code.

Employee Plans. (ai) ss.3(t) of the Disclosure Schedule 4.17(a) contains a list of each lists the only Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Benefit Plan (if applicable)the "Employee Benefit Plan") which is currently maintained by the Seller. (bii) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, All contributions or premiums required to be made by the Seller Subsidiaries nor under the terms of the of the Employee Benefit Plan or by Applicable Employee Benefits Laws have been made in a timely fashion in accordance with Applicable Employee Benefits Laws and the terms of the Employee Benefit Plan, and the Seller does not have, and as of the Closing Date will not have, any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No the Employee Benefit Plan is a “multiple employer plan” described (other than liabilities accruing after the Closing Date) other than premiums which are to be paid, and which if not paid have been accured, in Section 4063 the Ordinary Course of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)Business. (ciii) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect No amendments have been made to the two most recently completed plan years, including all related schedules, (C) with respect Employee Benefit Plan and no improvements to each Seller Subsidiary any Employee Benefit Plan intended have been promised and no amendments or improvements to an Employee Benefit Plan will be qualified under section 401(a) of made or promised before the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; Closing Date. (iv) All employee data necessary to administer each Employee Benefit Plan has been provided by the Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code Buyer and is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, true and no condition exists that would reasonably be expected to adversely affect such qualifications; correct. (v) the execution and the delivery of this Agreement No insurance policy or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid contract or agreement affecting any bonuses other compensation Employee Benefit Plan requires or cause the accelerated vesting of benefits permits a retroactive increase in premiums or payments under any Seller Subsidiary Plan; due thereunder. (vi) each Seller Subsidiary The Employee Benefit Plan is, and has been established been, operated and maintained in compliance administered in all material respects in accordance with its terms and applicable Law; Applicable Benefit Laws. (vii) each The Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within has furnished the meaning of section 409A(d)(1) Buyer true and complete copies of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any exciseEmployee Benefit Plan, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, amended to the respective Knowledges of Seller and FGWLAdate hereof, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimtogether with all related documentation.

Employee Plans. (a) Schedule 4.17(aExcept as set forth on Section 4.10(a) contains a list of each Employee the Enzon Disclosure Letter, neither Enzon nor any of its Subsidiaries sponsors, maintains, contributes to, is obligated to contribute to, or otherwise has any liability (whether contingent or otherwise) with respect to, any Benefit Plan. Seller Except as set forth on Section 4.10(a) of the Enzon Disclosure Letter, in the past six (6) years), neither Enzon nor any of its Subsidiaries has incurred any obligation or FGWLA liability (whether contingent or otherwise) with respect to, any Benefit Plan that remains outstanding as of the date of this Agreement. Any Benefit Plan set forth on Section 4.10(a) of the Enzon Disclosure Letter is referred to herein as an “Enzon Benefit Plan.” (a) ▇▇▇▇▇ has made availableavailable to Viskase with respect to each Enzon Benefit Plan a true and complete copy (to the extent applicable) of all plan documents, if any, and all amendments thereto, or has caused written summaries of the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable)material terms thereof. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor None of Enzon or any of its ERISA Affiliate has had any obligation to contribute Affiliates maintains or contributes to, or has incurred is obligated to maintain or contribute to (i) any withdrawal liability with respect plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan. No Employee Plan is , or (iii) a “multiple employer plan” described in plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c)There are no pending or, with respect to Seller Subsidiary Plans: (i) Seller has provided the Knowledge of ▇▇▇▇▇, threatened actions, claims or has caused the Seller Subsidiaries lawsuits against or relating to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Enzon Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 trusts related thereto with respect to the two most recently completed operation of such plan years(other than routine benefits claims), including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could except where such claims would not reasonably be expected to result have an Enzon Material Adverse Effect. (d) Each Enzon Benefit Plan has been established and administered in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgicalaccordance with its terms, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under and in compliance with the applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV provisions of ERISA; , the Code and other applicable Laws. (ive) each Seller Subsidiary Plan intended to None of the Enzon Benefit Plans provide retiree health or life insurance benefits except as may be qualified under section 401(a) required by Section 4980B of the Code is so qualified, and Section 601 of ERISA or any other applicable Law or at the trusts maintained thereunder are exempt from taxation under section 501(a) expense of the Codeparticipant or the participant’s beneficiary. (f) Except as provided in this Agreement, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) neither the execution and the delivery of this Agreement or nor the consummation of the transactions contemplated hereby or thereby will not, (either alone or in combination with any other another event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; ) (vii) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liabilitypayment becoming due to any current or former director, direct employee or indirect, for Purchaser consultant of Enzon or any of its Affiliates Subsidiaries, (including without limitation ii) accelerate the Seller Subsidiaries as time of and following payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the Closing); and amount payable or result in any other material obligation pursuant to, any of the Enzon Benefit Plans or (ixiii) there are no pending limit or restrict the right of Enzon or, after the consummation of the transactions contemplated hereby, the Surviving Company to merge, amend or terminate any Enzon Benefit Plan. (g) No Enzon Benefit Plan provides for the respective Knowledges gross-up or reimbursement of Seller and FGWLATaxes, threatened claims by including under Section 409A or on behalf 4999 of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan the Code or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimsimilar Laws.

Employee Plans. (a) Schedule 4.17(a4.10(a) contains a list lists all Employee Benefit Plans of each Employee PlanSeller. Seller or FGWLA has made availableavailable to Buyer accurate and complete copies of the following documents, or has caused the Seller Subsidiaries to make available, to Purchaser the as applicable: (i) current plan documents for the Employee Benefit Plans and any amendments thereto; (ii) the most recent determination or other writing constituting each such Employee Plan opinion letter from the IRS; (iii) the most recently filed IRS Form 5500, with all schedules and the accountant’s opinion, if applicable; (iv) the most recent financial statements and actuarial valuation report; (v) the current summary plan description for each such Employee Plan and any summaries of material modifications with respect thereto; (if applicable)vi) all related trust agreements, insurance contracts, and other funding arrangements. (b) No Employee Benefit Plan is a Multiemployer Plan of Seller is, and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate thereof has had any obligation to contribute to, or has incurred any withdrawal liability with respect to to, a Multiemployer PlanPlan or a plan that is subject to Title IV of ERISA or Section 412 of the Code. No Employee Benefit Plan is a “multiple employer plan” described of Seller provides health or other welfare benefits to former employees of Seller other than health continuation coverage pursuant to COBRA. (c) Each Employee Benefit Plan of Seller has been maintained and administered in Section 4063 compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable Laws. There Each Employee Benefit Plan of Seller that is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect intended to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested qualified under section 412 Section 401(a) of the Code with respect has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, to any Seller Title IV Plan. There has occurred Seller’s Knowledge, there are no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code facts or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA circumstances that would reasonably be expected to result in the loss of the qualified status of any material liability, direct such Employee Benefit Plan. (d) Seller has not engaged in any non-exempt prohibited transaction or indirect, for Purchaser or breach of fiduciary duty described in ERISA Section 404 with respect to any of its Affiliates Employee Benefit Plans that would be reasonably likely to subject Seller to any material Tax or penalty (including without limitation civil or otherwise) imposed by ERISA or the Code. (e) Seller Subsidiaries as of has paid all material contributions, premiums, benefits and following the Closing) other amounts due to be paid to or any officer, director or employee of Purchaser or under any of its Affiliates (including without limitation Employee Benefit Plan and has appropriately reflected in the Seller Subsidiaries Financial Statements in accordance with GAAP, as of and following consistently applied by Seller, any material amounts due to be paid to or under any Employee Benefit Plan after the Closing)Closing Date. (cf) Except as set forth in Schedule 4.17(c)There are no audits, with respect to Seller Subsidiary Plans: (i) Seller has provided examinations or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated investigations by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning or any issue claims (other than routine claims for benefits) relating to any Employee Benefit Plan of Seller that could are pending or, to Seller’s Knowledge, threatened, that would reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimSeller.

Employee Plans. (a) Schedule 4.17(aSection 3.22(a) contains a list of the Disclosure Letter lists each Employee Plan. The Seller or FGWLA an Acquired Company has made available, or has caused provided to Buyer the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the current summary plan description for (and all summaries of material modifications) or other descriptive materials provided to plan participants describing each such Employee Plan (if applicable)Plan. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(cSection 3.22(b) of the Disclosure Letter, the Acquired Companies do not have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, to any Pension Plan, the PBGC or any other person, arising directly or indirectly under Title IV of ERISA other than liability pursuant to Section 4007 for premiums which are not yet due (without regard to any waiver). No “reportable event,” within the meaning of Section 4043 of ERISA, has occurred with respect to any Pension Plan subject to Title IV of ERISA. Neither the Acquired Companies nor any ERISA Affiliate has ceased operations at any facility or withdrawn from any Pension Plan in a manner that could subject an Acquired Company or an ERISA Affiliate to liability under Sections 4062(e), 4063 or 4064 of ERISA. (c) Neither the Acquired Companies nor any ERISA Affiliate maintains, contributes to, participates in, has participated in or has agreed to participate in or has any liability (whether known or unknown, direct or indirect) with respect to any Multiemployer Plan. (d) Except as set forth in Section 3.22(d) of the Disclosure Letter, each Acquired Company may terminate or discontinue its participation in any Employee Plan in accordance with its terms, without liability to the Acquired Company, the Buyer or any affiliate of the Buyer. (e) Section 3.22(e) of the Disclosure Letter lists each Employee Plan, Employee Contract or other agreement, practice or arrangement that an Acquired Company is a party to or has any obligation under that is subject to Section 409A of the Code. (f) Except as set forth in Section 3.22(f) of the Disclosure Letter, the Acquired Companies do not maintain, contribute to, have or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust retiree medical coverage or any third party funding vehicleother medical, a copy health, life or other welfare benefits for present or future terminated employees of the trust Acquired Companies or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan their spouses or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) dependents other than as required by COBRA or any comparable state law. (g) Except as set forth in Section 3.22(g) of the Disclosure Letter, the Acquired Companies and ERISA Affiliates have complied in all material respects with the health care continuation requirements of COBRA and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not result in any obligation or liability to the Acquired Companies, the Buyer or any affiliate of the Buyer, to any Employee (or spouse or dependent of such Employee) of the Acquired Companies pursuant to the health care continuation requirements of COBRA. The Seller has confirmed that SPRPA (and/or any other ERISA Affiliate that provides group health plan coverage to employees of the Acquired Companies) has no present intention to terminate its “group health plans” as defined in Section 4980B(g) of the Code and Section 607 of ERISA, except that group health plans applicable to Employees of the Acquired Companies may be terminated at the end of the month in which the Closing occurs. (h) Full payment has been made of all amounts that each Acquired Company is required, under applicable Law; , the terms of any Employee Plan, or any agreement relating to any Employee Plan, to have paid as a contribution, premium or other remittance thereto or benefit thereunder as of the Closing Date, except for liability for the self insured portion of the group health plans provided to Employees in which claims may be received after the closing and contributions under any Employee Plan accruing prior to closing but not paid until after Closing. (iiii) no Seller Subsidiary The Acquired Companies have performed all material obligations required to be performed by each of them under each Employee Plan. Each Employee Plan is subject to Section 302 or Title IV has been established and maintained in accordance with its terms and in compliance with the applicable provisions of ERISA; (iv) each Seller Subsidiary , the Code and all other applicable Law. Each Pension Plan intended to be that is operated as a plan that is qualified under section the provisions of Section 401(a) of the Code is so qualifiedsatisfies in form and operation all applicable qualification requirements and has received a favorable determination letter or opinion letter from the IRS with respect to such Pension Plan as to its qualified status under the Code. (j) There are no facts or circumstances which could, directly or indirectly, subject the trusts maintained thereunder are exempt from taxation Acquired Companies to any (i) excise Tax or other liability under section 501(a) Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty Tax or other liability under Chapter 68 of Subtitle F of the Code or (iii) civil penalty, damages or other liabilities arising under Section 502 of ERISA. (k) There are no pending or, to the knowledge of the Seller and no condition exists that would reasonably be expected to adversely affect such qualifications; the Acquired Companies threatened, claims, suits or proceedings against the Acquired Companies, any ERISA Affiliate or any other party by present or former employees of the Acquired Companies, Employee Plan participants, beneficiaries or spouses of any of the above, including, without limitation, claims against the assets of any trust, involving any Employee Plan, or any rights or benefits thereunder, other than the ordinary and usual claims for benefits by participants or beneficiaries. (vl) Except as set forth in Section 3.22(l) of the Disclosure Letter, the execution and the delivery of this Agreement or and the consummation of the transactions contemplated hereby will not, not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Contract, trust or loan that will or may result in any payment (whether of severance pay or otherwise) or the acceleration of accrual, vesting, funding or payment of any contribution or benefit under any Employee Plan or any forgiveness of indebtedness, increase in benefits or obligation to fund benefits with respect to any other event, cause there to Employee. No amount that could be paid any bonuses other compensation received (whether in cash or cause property or the accelerated vesting of benefits property) as a result of any of the transactions contemplated by this Agreement by any Employee, officer, or payments under director of the Acquired Companies or any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes of their ERISA Affiliates who is a “non-qualified deferred compensation plandisqualified individual” (as defined in Code Section 280G and the regulations thereunder) would be an “excess parachute payment,” within the meaning of section 409A(d)(1) Section 280G of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made availableWith respect to the current Employees, or has caused the Seller Subsidiaries has not incurred nor may incur, directly or indirectly, any liability or obligation under Title IV of ERISA with respect to make availableany “employee pension plan” (within the meaning of Section 3(2) of ERISA), including, without limitation, any multiemployer plan described in Section 3(37) of ERISA. No lien has been imposed on the Acquired Assets pursuant to Purchaser Section 302, 303 or Title IV of ERISA or Section 412 or 430 of the Code and no fact exists that would reasonably be expected to give rise to such lien. The Seller has not contributed to or had an obligation to contribute to a multiemployer plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable)as described in Section 3(37) of ERISA with respect to any individuals who may become Transferred Employees. (b) No Employee Plan is provides to individuals who may become Transferred Employees (or such Transferred Employees’ eligible dependants) for continuing benefits or coverage for any participant or any beneficiary of a Multiemployer Plan participant after such participant’s termination of employment, except as may be required by COBRA or any similar state law at such participant’s or such beneficiary’s expense. The requirements of section 4980B of the Code and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any Part 6 of Subtitle B of Title I of ERISA Affiliate has had any obligation relating to contribute to, or has incurred any withdrawal liability COBRA continuation of health coverage have been substantially satisfied with respect to a Multiemployer Plan. No each Employee Plan in which a Transferred Employee Participates that is a “multiple subject to such requirements. As of the Closing Date, all contributions (including all premiums, employer plan” described in Section 4063 of ERISA. There is no amount contributions and employee salary reduction contributions) required to be made to, under or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code each Employee Plan with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” individuals who may become Transferred Employees (within the meaning of section 4975 of the Code or section 406 of ERISAand their dependents and beneficiaries) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)will have been made. (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated No Employee who may become a Transferred Employee is covered by Section 4.17(a)) (A) if any Seller Subsidiary an Employee Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Planlaws of, or by or on behalf maintained primarily for the benefit of any participants or beneficiaries of any Seller Subsidiary Plan or other personsemployees whose principal employment is located in, a country other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimUnited States.

Employee Plans. Any of the following events shall occur with respect to any Plan: (ai) Schedule 4.17(aany Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) contains involving any Plan and such "prohibited transaction" could result in a list Material Adverse Change, (ii) any "accumulated funding deficiency" (as defined in Section 412 of each Employee the Code or Section 302 of ERISA) not disclosed in Item 5 ("Benefit Plans") of the Disclosure Schedule, whether or not waived, shall exist with respect to any Single Employer Plan. Seller or FGWLA has made available, (iii) a Reportable Event shall occur with respect to, or has caused proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the Seller Subsidiaries reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) the Borrower or any Commonly Controlled Entity or Subsidiary shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency, Reorganization or termination of, a Multiemployer Plan, (vi) the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to make availableany quarterly installment payment to a Pension Plan required under Section 302(e) of ERISA or Section 412(m) of the IRC, (vii) the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is make any contribution to a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLAwhich is required under ERISA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute toIRC or applicable collective bargaining agreements, or has incurred (viii) any withdrawal liability other event or condition shall occur or exist with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described ; and in Section 4063 of ERISA. There is no amount or payment arising from or each case in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: clauses (i) Seller has provided through (viii) above, such event or has caused condition, together with all other such events or conditions, if any, could subject the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust Borrower or any third party funding vehicleSubsidiary (directly or indirectly) to any tax, a copy of the trust penalty or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified liabilities under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 Title I or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) , Section 404 or 419 and Chapter 43 of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement IRC or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause applicable law which in the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to aggregate could result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claima Material Adverse Change.

Employee Plans. (a) Schedule 4.17(a) contains Sellers have provided Buyer with a correct and complete list of their employees as of December 31, 1998, including their names and base salary or hourly wage rate. Sellers shall update such list as of a date not more than 10 days prior to the Closing Date, which will include each new employee's date of hire on record with Seller and provide Buyer with such updated list prior to the Closing Date. (b) Schedule 6.10(b) sets forth all "employee benefit plans," as ---------------- defined in Section 3(3) of the Employee Plan. Seller Retirement Income Security Act of 1974, as amended ("ERISA") and all other employee benefit plans or FGWLA has made availableother benefit arrangements, including all bonus and other incentive compensation, deferred compensation, disability, severance, retention, salary continuation, stock and stock-related award, stock option, stock purchase, collective bargaining or workers' compensation agreements, plans, policies and arrangements which Primestar or any of its Subsidiaries maintains, is a party to, contributed to or has caused any obligation to or liability for in respect of current or former employees and directors (each, a "Benefit Plan" and collectively, the Seller Subsidiaries "Benefit Plans"). None of the Benefit Plans is subject to make availableTitle IV of ERISA. (c) True, to Purchaser correct and complete copies of the plan documents or other writing constituting each such Employee Plan and the most recent summary plan description for each such Employee Benefit Plan (if applicable)have been delivered to Buyer for review prior to the date hereof. (bd) No Employee Plan is Except as would not, individually or in the aggregate, have a Multiemployer Plan Material Adverse Effect on Primestar, (i) all payments required to be made by or under any Benefit Plan, any related trusts, insurance policies or ancillary agreements, or any collective bargaining agreement have been timely made, (ii) Primestar and since January 1its Subsidiaries have performed all obligations required to be performed by them under any Benefit Plan, 2002(iii) the Benefit Plans comply in all respects and have been maintained in compliance with their terms and the requirements of ERISA, neither the Code and other applicable laws, and (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefits) pending or, to the Knowledge of either Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code threatened with respect to any Seller Title IV Benefit Plan. There has occurred no non-exempt “prohibited transaction” . (e) Each Benefit Plan and its related trust which are intended to be "qualified" within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section Sections 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, respectively, have been determined by the Internal Revenue Service to be so "qualified" under such Sections, as amended by the Tax Reform Act of 1986, and no condition exists that neither Seller has Knowledge of any fact which would reasonably be expected to adversely affect the qualified status of any such qualifications; Benefit Plan and its related trust. (vf) Neither the execution and the delivery of this Agreement or nor the consummation of the transactions contemplated hereby will not(i) increase any benefits otherwise payable under any Benefit Plan, alone or with any other event, cause there to be paid any bonuses other compensation (ii) result in the acceleration of the time of payment or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established such benefits. Except as set forth on Schedule 6.10(f), neither the execution and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within delivery of this ---------------- Agreement nor the meaning of section 409A(d)(1) consummation of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to transactions contemplated hereby will result in any liabilitypayment becoming due, direct or indirect, for Purchaser or any of its Affiliates (including without limitation increase the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending orcompensation due, to the respective Knowledges any current or former employee or director of Seller and FGWLA, threatened claims by Primestar or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimits Subsidiaries.

Employee Plans. (a) Schedule 4.17(a) contains a list of 4.16 identifies each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting A true and complete copy of each such Employee Plan has been furnished to THK. Vintacom and the summary plan description for each such Subsidiary has maintained each Employee Plan in compliance with its obligations thereunder in accordance with its terms and with the requirements prescribed for Vintacom or any Subsidiary by any and all applicable Laws that are applicable to the Employee Plan, and all employee data in Vintacom’s or any Subsidiary’s records respecting the Employee Plans, copies of which have been provided by Vintacom to THK, are correct. Vintacom has delivered to THK the actuarial valuations, if any, prepared for Vintacom and each Subsidiary in respect of each Employee Plan during the past three (if applicable).3) years. Except as described in Schedule 4.16: (b1) No all contributions to, and payments from each Employee Plan is a Multiemployer that may have been required to be made by Vintacom in accordance with the terms of any Employee Plan and since January 1or with the recommendation of the actuary for the Employee Plan, 2002and, neither Seller, FGWLAwhere applicable, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute tolaws of the jurisdictions that govern the Employee Plan, or has incurred any withdrawal liability have been made in a timely manner; (2) all material reports, returns and similar documents (including applications for approval of contributions) with respect to a Multiemployer Plan. No any Employee Plan is required to be filed with any Governmental Authority to distribute to any Employee Plan participant have been duly filed in a “multiple employer plan” described in Section 4063 of ERISA. There is timely manner or distributed; (3) there are no amount pending investigations by any Governmental Authority or payment arising from regulatory agency or in connection with authority involving or relating to any Employee Plan, including no threatened or pending Claims of Any Nature (except for claims for benefits payable in the normal operation of the Employee Plans), suits or proceedings against any Seller Title IV Employee Plan but excluding or asserting any Seller rights or claims to benefits under any Employee Plan that could give rise to liability, nor are there any facts that could give rise to any liability in the event of a Claim of Any Nature under any Employee Plan; (4) no notice has been received by Vintacom, any Subsidiary, or any Shareholder of any complaints or other proceedings of any kind involving Vintacom or any Subsidiary or, to Vintacom’s or any Shareholder’s Knowledge, before any pension board or committee relating to any Employee Plan or to the business or the assets of Vintacom or any Subsidiary; (5) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plan based on the actuarial assumptions utilized in the most recent valuation performed by the actuary for the Employee Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or and neither THK nor any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the post-Closing, Vintacom Acquisition) or will incur any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), liability with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused any Employee Plan, that cannot be satisfied from the Seller Subsidiaries to provide to Purchaser (in addition those documents assets of such Employee Plan, as a result of the transactions contemplated by Section 4.17(a)this Agreement; (6) (A) if none of Vintacom, any Seller Subsidiary Plan is funded through a trust Subsidiary, any Shareholder or their respective agents have breached any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 fiduciary obligations with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) administration of the Code, the most recent determination letter from the Internal Revenue Service, and Employee Plans; and (D7) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or no amendments have been made to the Knowledge Employee Plans and no improvements to the Employee Plans will be made or promised in writing prior to the Closing Date without the consent of SellerTHK, any correspondence between Seller in its Discretion . None of Vintacom or any of its Affiliates and Subsidiary, has made any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or contracts with any other event, cause there to be paid any bonuses other compensation labor union or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties employee association with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser future agreements and none of Vintacom or any Subsidiary is aware of its Affiliates (including without limitation the Seller Subsidiaries as any current attempts to organize or establish any labor union or employee association with respect to any Employees nor is there any certification of and following the Closing); and (ix) there any union with regard to a bargaining unit. There are no pending orgrievances against Vintacom or any Subsidiary of which any of Vintacom, to a Subsidiary or any Shareholder has received written notice under any collective agreement. Schedule 4.16 describes all work stoppages and strikes (legal or otherwise) that the respective Knowledges Business has experienced in the past three (3) years, including the dates and length of Seller and FGWLA, threatened claims by or on behalf each occurrence. Schedule 4.16 describes every arbitration award arising in respect of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made collective agreement described in Schedule 4.16 issued in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimpast three (3) years.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with With respect to the two most recently completed plan yearsother than a -------------- Multiemployer Plan, including all related schedules, (C) with respect to for each Seller Subsidiary Plan and Pension Plan intended to be qualified under section Section 401(a) of the CodeIRC hereafter adopted or maintained by Company, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Subsidiaries or any ERISA Affiliate, Company shall (A) seek, or cause its Subsidiaries or ERISA Affiliates to seek, and receive determination letters from the IRS to the effect that such Plan or Pension Plan is qualified within the meaning of Section 401(a) of the IRC; and (B) from and after the adoption of any Governmental Entity concerning any issue that could reasonably such Plan or Pension Plan, cause such plan to be expected qualified within the meaning of Section 401(a) of the IRC and to result be administered in a all material liability to such sponsor; respects in accordance with the requirements of ERISA and Section 401(a) of the IRC. (ii) no Seller Subsidiary With respect to each Welfare Plan provides for post-employment surgicalhereafter adopted or maintained by Company, medicalany of its Subsidiaries or any ERISA Affiliate, hospitalizationCompany shall comply, death or similar benefits (whether cause its Subsidiaries or not insured) other than as required under applicable Law; ERISA Affiliates to comply, with the notice and continuation coverage requirements of Section 4980B of the IRC and the regulations thereunder. (iii) no Seller Subsidiary Plan is subject Company shall not, directly or indirectly, and shall not permit its Subsidiaries or any ERISA Affiliate to Section 302 directly or indirectly by reason of an amendment or amendments to, or the adoption of, one or more Pension Plans, permit the present value of all benefit liabilities, as defined in Title IV of ERISA; , (using the actuarial assumptions utilized by the PBGC upon termination of a plan) to exceed the fair market value of assets allocable to such benefits by more than $50,000, or to increase to the extent security must be provided to any Pension Plan, under Section 401(a)(29) of the IRC. Neither Company nor any of its Subsidiaries shall establish or become obligated to any new Retiree Welfare Plan, which would result in the present value of future liabilities under any such plans to exceed $50,000. Neither Company nor any of its Subsidiaries or ERISA Affiliates shall establish or become obligated to any new unfunded Pension Plan, which would result in the present value of future liabilities under any such plans to exceed $50,000. Company shall not directly or indirectly, and shall not permit its Subsidiaries or any ERISA Affiliate to (a) satisfy any liability under any Pension Plan by purchasing annuities from an insurance company or (b) invest the assets of any Pension Plan with an insurance company, unless, in each case, such insurance company is rated AA by Standard & Poor's Corporation and the equivalent by each other nationally recognized rating agency at the time of the investment. (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualifiedCompany, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, any ERISA Affiliate shall not contribute or become obligated to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of contribute to any Seller Subsidiary Multiemployer Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.

Employee Plans. (ai) Section 3.1(i) of the BCH Disclosure Schedule 4.17(a) contains sets forth a true and complete list of each Employee material BCH Benefit Plan. Seller or FGWLA has made availableA “BCH Benefit Plan” is an employee benefit plan including, or has caused the Seller Subsidiaries to make availablewithout limitation, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer employee benefit plan,” described as defined in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 3(3) of the Code with respect to Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (multiemployer plan within the meaning of section 4975 ERISA Section 3(37)) and each stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive or deferred compensation plan, agreement, program, policy or other arrangement, whether or not subject to ERISA, whether funded or unfunded and whether written or oral (all the foregoing being herein called “Benefit Plans”) (A) maintained, entered into or contributed to by BCH or any of its Subsidiaries under which any present or former employee, director, independent contractor or consultant of BCH or any of its Subsidiaries has any present or future right to benefits or (B) under which BCH or any of its Subsidiaries could reasonably be expected to have any present or future liability. (ii) With respect to each material BCH Benefit Plan that is a defined benefit plan, BCH has made available to Giant the Code most recent year’s Form 5500 (except Form 5500 regarding BCH Benefit Plans that were Benefit Plans pertaining to former employees of Smurfit Stone Container Corporation) that has been completed and attached schedules and audited financial statements. (iii) With respect to the BCH Benefit Plans, individually and in the aggregate, no event has occurred and, to the knowledge of BCH, there exists no condition or section 406 set of ERISA) circumstances in connection with which BCH or breach any of its Subsidiaries could be subject to any fiduciary duty described in Section 404 of ERISA liability that would reasonably be expected to result in any material liabilityhave a Material Adverse Effect on BCH under ERISA, direct or indirect, for Purchaser the Code or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)other applicable Law. (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the The consummation of the transactions contemplated hereby by this Agreement will not, alone or with : (A) entitle any other event, cause there person to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments benefit under any Seller Subsidiary BCH Benefit Plan; (viB) each Seller Subsidiary Plan accelerate the time of payment or vesting or increase the amount of any compensation or other benefit due to any person under any BCH Benefit Plan; or (C) result in any payment or series of payments by BCH or any of its Subsidiaries to any person of an “excess parachute payment” (as defined in Section 280G of the Code) or any other payment which is not deductible for federal income tax purposes under the Code. (v) Except as would not reasonably be expected to have a Material Adverse Effect on BCH, (A) no liability under Title IV or section 302 of ERISA has been established and maintained in compliance in all material respects incurred by BCH, or by any trade or business, whether or not incorporated, that together with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes BCH would be deemed a “non-qualified deferred compensation plansingle employer” within the meaning of section 409A(d)(14001(b) of ERISA (an “BCH ERISA Affiliate”), that has not been satisfied in full, and (B) no condition exists that presents a risk to BCH or any BCH ERISA Affiliate of incurring any such liability. (vi) Each BCH Benefit Plan, the administrator and fiduciaries of each BCH Benefit Plan, BCH and its Subsidiaries have complied in all material respects with the applicable provisions of ERISA and the Code and in all material respects with all applicable state or federal securities Laws and in all material respects with the applicable requirements of any other Law, rule or regulation governing each BCH Benefit Plan, and BCH has not received any notice questioning or challenging such compliance. (vii) Each BCH Benefit Plan that is intended to comply with Section 401(a) of the Code (A) has obtained a current favorable determination letter issued by the Internal Revenue Service, (B) is entitled to rely on a current, favorable opinion letter issued by the Internal Revenue Service, or (C) has a remedial amendment period that has not yet expired during which BCH may file for a favorable determination letter with respect to all provisions of such BCH Benefit Plan. No event has occurred with respect to any BCH Benefit Plan that will or could reasonably be expected to give rise to disqualification of any such plan, the loss of intended tax consequences under the Code, any tax under Section 511 of the Code or any other tax liability that is not reflected on the financial statements of BCH or its subsidiaries. (viii) Except as would not reasonably be expected to have a Material Adverse Effect on BCH, (A) all payments due from BCH with respect to each BCH Benefit Plan have been timely made or have been properly accrued as liabilities of BCH and properly reflected in the financial statements of BCH in accordance with the terms of the BCH Benefit Plan or any collective bargaining agreement and applicable Law and (B) all payments due from a BCH ERISA Affiliate with respect to a BCH Benefit Plan subject to Section 412 of the Code have been timely made. (ix) There are no proceedings pending (other than routine claims for benefits) or, to the knowledge of BCH, threatened with respect to a BCH Benefit Plan or the assets of a BCH Benefit Plan. (x) Except as would not reasonably be expected to have a Material Adverse Effect on BCH, any BCH Benefit Plan subject to Section 409A of the Code has been operated administered in good faith compliance with section the provisions of Section 409A of the Code and the any guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability thereunder for any excise, income or other taxes or penalties with respect all periods prior to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.

Employee Plans. (a) Schedule 4.17(aWith respect to other than a Multiemployer Plan, (i) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each Plan hereafter adopted or maintained by Borrower or any of its ERISA Affiliates, Borrower shall or shall cause such Employee ERISA Affiliate to seek and receive determination letters from the IRS to the effect that such Plan is qualified within the meaning of IRC Section 401(a); (if applicableii) from and after the adoption of any Plan by Borrower or any of its ERISA Affiliates, Borrower shall cause such Plan to be qualified within the meaning of IRC Section 401(a) and to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a); and (iii) Borrower shall not take any action which would cause such Plan not to be qualified within the meaning of IRC Section 401(a) or not to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a). (b) No Employee Plan is a Multiemployer Plan Borrower shall, and since January 1shall cause each of its ERISA Affiliates to, 2002deliver to Agent: (i)(A) as soon as possible, neither Sellerand in any event within 30 days, FGWLA, the Seller Subsidiaries nor after Borrower or any such ERISA Affiliate knows or has reason to know that any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” Event described in Section 4063 clause (a) of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity the definition of ERISA Event or any employee event requiring disclosure under Section 4063(a) of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There Plan of Borrower or any of its ERISA Affiliates has occurred no non-exempt “prohibited transaction” and (B) within 10 days after Borrower or any of its ERISA Affiliates knows or has reason to know that any other ERISA Event with respect to any Plan of Borrower or any of its ERISA Affiliates has occurred or a request for a minimum funding waiver under IRC Section 412 with respect to any Plan of Borrower or any of its ERISA Affiliates has been made, a statement of the chief financial officer of Borrower or such ERISA Affiliate setting forth details as to such Reportable Event or other event and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice of such Reportable Event or other event, if required by the applicable regulations under ERISA, given to the PBGC; (ii) promptly (and in any event within 30 days) after the filing thereof by Borrower or such ERISA Affiliate with the DOL, IRS or the PBGC, copies of each annual and other report with respect to each Plan of Borrower and its ERISA Affiliates; (iii) promptly (and in any event within 30 days) after receipt thereof, a copy of any adverse notice, determination letter, ruling or opinion Borrower or such ERISA Affiliate may receive from the PBGC, DOL or IRS with respect to any Plan of Borrower or any of its ERISA Affiliates; (iv) promptly, and in any event within ten Business Days after receipt thereof, a copy of any corre- spondence Borrower or such ERISA Affiliate receives from the plan sponsor (as defined in ERISA Section 4001(a)(10)) of any Multiemployer Plan concerning potential withdrawal liability pursuant to ERISA Section 4219 or Section 4202, and a statement from the chief financial officer of Borrower or such ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) notification within 30 days of any material increase in the benefits of any existing Plan of Borrower or any of its ERISA Affiliates which is not a Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which Borrower or such ERISA Affiliate was not previously contributing; (vi) promptly, and in any event within ten Business Days, after receipt thereof by Borrower or such ERISA Affiliate from the PBGC, copies of each notice received by Borrower or such ERISA Affiliate of the PBGC's intention to terminate any of their Plans or to have a trustee appointed to administer any of their Plans; (vii) notification within ten days of a request for a minimum funding waiver under IRC Section 412 with respect to any Plan and a copy of such request; (viii) notification within two Business Days after Borrower or any of its ERISA Affiliates knows or has reason to know that Borrower or such ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of section 4975 of the Code or section 406 of ERISASection 4041(c) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)notice; and (ix) there are no pending orpromptly after the commencement thereof, to the respective Knowledges notice of Seller all actions, suits and FGWLAproceedings before any court or Governmental Authority, threatened claims by domestic or on behalf foreign, affecting Borrower, any of its ERISA Affiliates or any Seller Subsidiary PlanPlan of Borrower or any of its ERISA Affiliates except those which, or by or on behalf if adversely determined, would not have a reasonable likelihood of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimhaving a Material Adverse Effect.

Employee Plans. (aSection 3.22(c) of the Precision Disclosure Schedule 4.17(a) contains a list of identifies each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such SDK and Precision Employee Plan and copies of each of the Assumed Employee Plans are attached thereto. Copies of all other SDK and Precision Employee Plans (and, if applicable, related trust agreements) and all related documents, amendments and written interpretations (including summary plan description for each such Employee Plan descriptions) thereto have been delivered or made available to Presstek or its counsel, together with the two most recent annual reports (Form 5500, including, if applicable). (b, Schedule B thereto) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or prepared in connection with any such SDK or Precision Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code Code, has occurred with respect to any Seller SDK or Precision Employee Plan which is covered by Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 I of ERISA that which would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (iiSDK or Precision, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any SDK or Precision Employee Plan has or will make SDK or Precision, or any Subsidiary of SDK or Precision or any SDK or Precision or Subsidiary officer or director subject to any material liability under Title I of ERISA or liability for any material Tax or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA. Except as set forth in Section 3.22(c) of the Precision Disclosure Schedule, no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death SDK or similar benefits (whether Precision Employee Plans will be subject to any surrender fees or not insured) service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All contributions due from SDK, Precision or any Subsidiary of Precision with respect to any SDK or Precision Employee Plans have been made as required under applicable Law; (iii) no Seller Subsidiary Plan is subject such plans and, to Section 302 the extent applicable, ERISA, other than contributions accrued in the ordinary course of business consistent with past practice after the Base Balance Sheet Date as a result of operations of SDK, Precision and their respective Subsidiaries after the Base Balance Sheet Date, all of which have been paid or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended will be paid when and as required or, if not required to be qualified under section 401(a) made, have been accrued on the Precision Financial Statements. SDK, Precision and each of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance their respective Subsidiaries have performed in all material respects all obligations required to be performed by it under each SDK or Precision Employee Plan, and each SDK and Precision Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, Orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable Law; (vii) each Seller Subsidiary to such SDK and Precision Employee Plans. All individuals who, pursuant to the terms of any SDK or Precision Employee Plans, are entitled to participate in any SDK or Precision Employee Plan, currently are participating in such SDK or Precision Employee Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1or have been offered an opportunity to do so. Except as set forth under Section 3.22(c) of the Code has been operated in good faith compliance with section 409A Precision Disclosure Schedule, to the knowledge of the Code Shareholders, SDK and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excisePrecision, income no employee of SDK or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser Precision or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the their respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary PlansSubsidiaries, and no condition exists which would reasonably be expected person subject to result any health plan of SDK or Precision or any of their respective Subsidiaries has made medical claims through such health plan during the 12 months preceding the date hereof for more than $50,000 in the assertion of aggregate for which SDK or Precision is responsible, or has any such claimcatastrophic illness.

Employee Plans. (aA) Schedule 4.17(a) contains a list of each Each Employee Plan. Seller or FGWLA has made available, Plan which covers or has caused covered employees or former employees of Seller involved in the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan Business (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection their relationship with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver such entities) has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and, both as to form and operation, with the requirements prescribed by any and all Regulations and Courts’ Orders which are applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code to such Employee Plan, including without limitation ERISA and the guidance issued thereunder; Code. (viiiB) neither Seller nor None of Seller, any Seller Subsidiary ERISA Affiliate or any Employee Plan has incurred any liability for present or future obligation to make any excisepayment to, income or other taxes or penalties with respect to any present or former employee of Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending orERISA Affiliate pursuant to, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Planretiree medical benefit plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plansretiree Employee Plan, and no condition exists which would reasonably be expected to result in the assertion of prevent Seller from amending or terminating any such claimbenefit plan or Welfare Plan. (C) Each Employee Plan which covers or has covered employees or former employees of Seller and which is a “group health plan,” as defined in Section 607(1) of ERISA, has been operated in compliance in all material respects with provisions of Part 6 of Title I, Subtitle B of ERISA and Sections 162(k) and 4980B of the Code at all times. (D) Neither Seller nor any ERISA Affiliate has incurred any Liability with respect to any Employee Plan that is a “multiemployer plan”, as defined in Section 3(37) of ERISA, under the terms of such Employee Plan, any collective bargaining agreement or otherwise resulting from any cessation of contributions, cessation of obligation to make contributions or other form of withdrawal from such Employee Plan. (E) If, as of the Closing Date, Seller (and all ERISA Affiliates) were to have a cessation of contributions, cessation of obligations to make contribution or other form of withdrawal from all Employee Plans and Pension Plans that are “multiemployer plans”, as defined in Section 3(37) of ERISA, it (and they) would incur no Liabilities with respect to any such Employee Plans and Pension Plans under the terms of such Employee Plans and Pension Plans, any collective bargaining agreement or otherwise.

Employee Plans. (aA) Schedule 4.17(a) contains a list of each Each Employee Plan. Seller or FGWLA has made available, Plan which covers or has caused covered employees or former employees of Seller involved in the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan Business (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection their relationship with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver such entities) has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and, both as to form and operation, with the requirements prescribed by any and all Regulations and Courts' Orders which are applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code to such Employee Plan, including without limitation ERISA and the guidance issued thereunder; Code. (viiiB) neither Seller nor None of Seller, any Seller Subsidiary ERISA Affiliate or any Employee Plan has incurred any liability for present or future obligation to make any excisepayment to, income or other taxes or penalties with respect to any present or former employee of Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending orERISA Affiliate pursuant to, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Planretiree medical benefit plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plansretiree Employee Plan, and no condition exists which would reasonably be expected to result in the assertion of prevent Seller from amending or terminating any such claimbenefit plan or Welfare Plan. (C) Each Employee Plan which covers or has covered employees or former employees of Seller and which is a "group health plan," as defined in Section 607(1) of ERISA, has been operated in compliance in all material respects with provisions of Part 6 of Title I, Subtitle B of ERISA and Sections 162(k) and 4980B of the Code at all times. (D) Neither Seller nor any ERISA Affiliate has incurred any Liability with respect to any Employee Plan that is a "multiemployer plan", as defined in Section 3(37) of ERISA, under the terms of such Employee Plan, any collective bargaining agreement or otherwise resulting from any cessation of contributions, cessation of obligation to make contributions or other form of withdrawal from such Employee Plan. (E) If, as of the Closing Date, Seller (and all ERISA Affiliates) were to have a cessation of contributions, cessation of obligations to make contribution or other form of withdrawal from all Employee Plans and Pension Plans that are "multiemployer plans", as defined in Section 3(37) of ERISA, it (and they) would incur no Liabilities with respect to any such Employee Plans and Pension Plans under the terms of such Employee Plans and Pension Plans, any collective bargaining agreement or otherwise.

Employee Plans. (a) Schedule 4.17(aWith respect to each Qualified Plan (other than a Multiemployer Plan) contains a list of each Employee Plan. Seller hereafter adopted or FGWLA has made availablemaintained by the Borrower or any ERISA Affiliate, Borrower shall (i) seek, or has caused cause its ERISA Affiliates to seek, and receive determination letters from the Seller Subsidiaries IRS to make availablethe effect that such Qualified Plan is qualified within the meaning of Section 401(a) of the IRC; and (ii) from and after the adoption of any such Qualified Plan, cause such plan to Purchaser be qualified within the plan documents or other writing constituting each such Employee Plan meaning of Section 401(a) of the IRC and to be administered in all material respects in accordance with the summary plan description for each such Employee Plan (if applicable)requirements of ERISA and Section 401(a) of the IRC. (b) No Employee With respect to each Welfare Plan is a Multiemployer Plan hereafter adopted or maintained by Borrower or any ERISA Affiliate, Borrower shall comply, or cause its ERISA Affiliates to comply, with the notice and since January 1, 2002, neither Seller, FGWLA, continuation coverage requirements of Section 4980B of the Seller Subsidiaries nor IRC and the regulations thereunder. (i) Promptly and in any event within thirty (30) days after Borrower or any ERISA Affiliate knows or has had reason to know that any ERISA Event has occurred, and (ii) promptly and in any event within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the IRC has been filed with respect to any Qualified Plan, Borrower shall furnish to Lender a written statement of the chief financial officer or other appropriate officer of Borrower describing such ERISA Event or waiver request and the action, if any, which Borrower or any ERISA Affiliate proposes to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto. (d) Promptly upon request by Lender, Borrower shall furnish to Lender a copy of each annual report (Form 5500 Series, including schedules thereto) with respect to each Plan. (e) Promptly and in any event within thirty (30) days after receipt thereof, Borrower shall furnish to Lender a copy of any adverse notice, determination letter, ruling or opinion Borrower or any ERISA Affiliate receives from the PBGC, DOL or IRS with respect to any Qualified Plan. (f) Promptly and in any event within thirty (30) Business Days after the adoption thereof, Borrower shall furnish to Lender notice of any amendment to any Welfare Plan which Borrower maintains, contributes or has an obligation to contribute to, and which could result or has incurred results in an increase in benefits for retirees or new benefits for retirees. (g) Promptly and in any withdrawal liability with respect event after receipt of written notice of commencement thereof, Borrower shall furnish to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 Lender notice of ERISA. There is no amount any action, suit or payment arising from proceeding before any court or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity other governmental authority affecting Borrower or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code Affiliate with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within , except those which, in the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would aggregate, if adversely determined, could not reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)have a Material Adverse Effect. (ch) Except as set forth Promptly and in Schedule 4.17(c)any event within thirty (30) days after notice or knowledge thereof, with respect Borrower shall furnish to Seller Subsidiary Plans: (i) Seller has provided or has caused Lender notice that Borrower becomes subject to the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated tax on prohibited transactions imposed by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle4975 of the IRC, together with a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimForm 5330.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made availableAll employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or has caused the Seller Subsidiaries to make availablefringe benefit plans, to Purchaser the plan documents formal or other writing constituting each such Employee Plan informal, written or oral and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1all trust agreements related thereto, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable relating to any Personpresent or former directors, including any Governmental Entity officers or any employee employees of any of Seller, FGWLA Crestar or any of their ERISA Affiliatesthe Crestar Subsidiaries ("Crestar Employee Plans") are listed in the Crestar Disclosure Letter. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c)the Crestar Disclosure Letter, all of the Crestar Employee Plans have been maintained, operated, and administered in all material respects in compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of ERISA, the Code, and any other applicable laws. Except as set forth in the Crestar Disclosure Letter, with respect to Seller Subsidiary Plans: each Crestar Employee Plan which is a pension plan (ias defined in Section 3(2) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser of ERISA): (in addition those documents contemplated by Section 4.17(a)a) each pension plan as amended (Aand any trust relating thereto) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be a qualified plan under section Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) neither Crestar nor any of the Crestar Subsidiaries has provided, or is required to provide, security to any pension plan pursuant to Section 401(a)(29) of the Code, (d) the fair market value of the assets of each defined benefit plan (as defined in Section 3(35) of ERISA) exceeds the value of the "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under such defined benefit plan as of the end of the most recent determination letter from plan year thereof ending prior to the Internal Revenue Servicedate hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such defined benefit plan as of the date hereof, (e) no reportable event described in Section 4043 of ERISA has occurred for which the 30 day reporting requirement has not been waived has occurred, (f) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (iig) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan pension plan is subject to a "multiemployer plan" within the meaning of Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a3(37) of ERISA or a "multiple employer plan" within the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(ameaning of Section 413(c) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller . Neither Crestar nor any Seller Crestar Subsidiary has incurred any liability for any excise, income or other taxes or penalties to the PBGC with respect to any Seller Subsidiary Plan that would reasonably be expected to result in "single-employer plan" within the meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any liabilityentity considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, direct or indirect, except for Purchaser or any premiums all of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.have

Employee Plans. (a) Schedule 4.17(aWith respect to other than a Multiemployer Plan, for each Qualified Plan hereafter adopted or maintained by Borrower, any of its Subsidiaries or any ERISA Affiliate, Borrower shall (i) contains a list of each Employee Plan. Seller or FGWLA has made availableseek, or has caused cause its Subsidiaries or ERISA Affiliates to seek, and receive determination letters from the Seller Subsidiaries IRS to make availablethe effect that such Qualified Plan is qualified within the meaning of Section 401(a) of the IRC; and (ii) from and after the adoption of any such Qualified Plan, cause such plan to Purchaser be qualified within the plan documents or other writing constituting each such Employee Plan meaning of Section 401(a) of the IRC and to be administered in all material respects in accordance with the summary plan description for each such Employee Plan (if applicable)requirements of ERISA and Section 401(a) of the IRC. (b) No Employee With respect to each Welfare Plan is a Multiemployer Plan hereafter adopted or maintained by Borrower, any of its Subsidiaries or any ERISA Affiliate, Borrower shall comply, or cause its Subsidiaries or ERISA Affiliates to comply, with the notice and since January 1continuation coverage requirements of Section 4980B of the IRC and the regulations thereunder. (i) Promptly and in any event within thirty (30) days after Borrower, 2002, neither Seller, FGWLA, the Seller any of its Subsidiaries nor or any ERISA Affiliate knows or has had reason to know that any ERISA Event has occurred, and (ii) promptly and in any event within ten (10) days after Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the IRC has been filed with respect to any Qualified Plan, Borrower shall furnish to Lender a written statement of the chief financial officer or other appropriate officer of Borrower describing such ERISA Event or waiver request and the action, if any, which Borrower, any of its Subsidiaries or any ERISA Affiliate proposes to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto. (d) Promptly and in any event within thirty (30) days after receipt thereof. Borrower shall furnish to Lender a copy of any adverse notice, determination letter, ruling or opinion Borrower any of its Subsidiaries or any ERISA Affiliate receives from the PBGC, the United States Department of Labor or IRS with respect to any Qualified Plan. (e) Promptly and in any event within ten (10) Business Days after receipt thereof, Borrower shall furnish to Lender a copy of any correspondence Borrower, any of its Subsidiaries or any ERISA Affiliate receives from the plan sponsor (as defined by Section 4001(a)(10) of ERISA) of any Multiemployer Plan concerning potential Withdrawal Liability of Borrower, any of its Subsidiaries or any ERISA Affiliate, or notice of any reorganization, with respect to any Multiemployer Plan, together with a written statement of the chief financial officer or other appropriate officer of Borrower of the action which Borrower, any of its Subsidiaries or any ERISA Affiliate proposes to take with respect thereto. (f) Promptly and in any event within thirty (30) Business Days after the adoption thereof, Borrower shall furnish to Lender notice of (i) any amendment to a Title IV Plan which results in an increase in benefits or the adoption of any new Title IV Plan, and (ii) any amendment to, or adoption of, a new Welfare Plan which Borrower or any of its Subsidiaries maintains, contributes or has an obligation to contribute to, and which results in an increase in benefits. (g) Promptly and in any event after receipt of written notice of commencement thereof, Borrower shall furnish to Lender notice of any action, suit or has incurred proceeding before any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 court or other governmental authority affecting Borrower, any of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity its Subsidiaries or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code Affiliate with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” , except those which, in the aggregate, if adversely determined, could not have a Material Adverse Effect. (within the meaning of section 4975 of the Code or section 406 of ERISAh) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result Promptly and in any material liabilityevent within thirty (30) days after notice or knowledge thereof, direct or indirect, for Purchaser Borrower shall furnish to Lender notice that Borrower or any of its Affiliates (including without limitation Subsidiaries becomes subject to the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated tax on prohibited transactions imposed by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle4975 of the IRC, together with a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimForm 5330.

Employee Plans. (a) Section 3.18(a) of the Disclosure Schedule 4.17(a) contains lists the names of all employees of the Company. The Company has separately delivered to Buyer a list specifying the rates of total compensation for each of such employees. Section 3.18(a) of the Disclosure Schedule also lists all employment contracts and all pension, bonus, profit sharing, stock option or other agreements or arrangements, including vacation and sick pay policies, providing for employee benefits to which the Company is a party or by which the Company is bound (all such plans, programs, arrangements and agreements, the “Employee Plans”). Except as accrued in the Closing Balance Sheet or as set forth in Section 3.18(a) of the Disclosure Schedule, the Buyer will not be subject to any material Liability under any Employee Plan. Seller To the extent required by Law or FGWLA Contract, the Company has made availablepaid in full to each employee of the Company all wages, salaries, commissions, bonuses, vacation pay and other direct compensation for all services performed by such Person at or has caused prior to the Seller Subsidiaries to make available, to Purchaser Closing. Neither the plan documents Company nor the Buyer shall have any Liability for any severance pay or other writing constituting each such Employee Plan and payments to employees resulting from the summary plan description for each such Employee Plan (if applicable)transactions contemplated by the Transaction Documents. (b) No Employee Plan is a Multiemployer Plan The Company has complied in all material respects with all applicable Laws relating to, and since January 1, 2002, neither Seller, FGWLAthe terms of, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer PlanEmployee Plans. No Any Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified qualify under section Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code, the most recent ”) has received a current determination (or opinion) letter from the Internal Revenue Service. No such determination letter or opinion letter has been revoked and revocation has not been threatened, and (D) no such plan has been amended or operated since the Acquisition Date date of its most recent determination letter or application therefore in any respect, and no act or omission has occurred, that would adversely affect its qualification or materially increase its cost. (c) Neither the Company nor any ERISA Affiliate of the sponsor of Company has ever maintained, sponsored or been required to contribute or had any Seller Subsidiary Plan or Liability with respect to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is plan subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to . “ERISA Affiliate” means any Person that, together with the Company, would be qualified or was at any time treated as a single employer under section 401(a) Section 414 of the Code or Section 4001 of ERISA and any general partnership of which the Company is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimgeneral partner.

Employee Plans. (a) Schedule 4.17(a3.28(a) contains sets forth a list of each Employee Plan. Seller or FGWLA has made availableWith respect to each Employee Plan, or has caused the Seller Subsidiaries Parties have made available to make available, to Purchaser the plan documents or other writing constituting Buyer: (i) a copy of each such Employee Plan and the summary plan description for each such Employee Plan (if applicableincluding all amendments thereto).; (bii) No Employee Plan is a Multiemployer Plan copy of the annual report and since January 1actuarial report, 2002, neither Seller, FGWLA, if required under ERISA or the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary PlanCode, with respect to which Purchaser is or will be liable each Employee Plan for the last two (2) plan years ending prior to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing).date hereof; (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (Aiii) if any Seller Subsidiary the Employee Plan is funded through a trust or any third party Third Party funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two last reporting period ended immediately prior to the date thereof; (iv) a copy of the most recently completed plan yearsrecent “Summary Plan Description”, including all related schedulestogether with each “Summary of Material Modifications”, (C) if required under ERISA, with respect to each Seller Subsidiary Employee Plan; and (v) the most recent determination letter received from the IRS with respect to each Employee Plan that is intended to be qualified under section Code Section 401(a). (b) No liability under Title IV of ERISA has been incurred by Seller, any Subsidiary or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to Seller, any Subsidiary or any ERISA Affiliate of incurring any liability under Title IV of ERISA. To the extent that the representation in this Section 3.28(b) applies to Section 4064, 4069 or 4204 of ERISA, it is made not only with respect to the Employee Plans but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which Seller, any Subsidiary or any ERISA Affiliate made, or was required to make, contributions during the five (5)-year period ending on the Closing Date.< /font> (c) No Employee Plan is now, or has been during any period for which any relevant statute of limitations remains open, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). This representation is made not only with respect to the Employee Plans but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which Seller, any Subsidiary or any ERISA Affiliate made, or was required to make, contributions during the five (5)-year period ending on the Closing Date. (d) Each Employee Plan has been operated and administered in all material respects in accordance with its terms and Applicable Law, including ERISA and the Code. There are no pending or, to Seller’s Knowledge, threatened audits, investigations or claims involving any Employee Plan by any Governmental Authority or other Person, other than routine claims for benefits. Each Employee Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, the most recent Code has received a favorable determination letter from the Internal Revenue ServiceIRS regarding its qualified status, and no fact exists, including any amendment or failure to amend any Employee Plan, that would cause the IRS to revoke such favorable determination letter. (De) since the Acquisition Date of the sponsor of Except (i) as may be provided in any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence employment Contract currently in effect between Seller or any of its Affiliates Subsidiary and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; an Employee or former Employee, (ii) no for the Uhlmann Consulting Agreement, the ▇▇▇▇▇▇▇ Consulting Agreement and the AlphaAdvisors Consulting Agreement, (iii) for payments made under the Excluded Plans either before or in connection with the Closing, and (iv) as otherwise set forth on Schedule 3.28(e), the consummation of Contemplated Transactions shall not (A) result in any payment becoming due, or increase the amount of compensation due, to any Employee or former Employee or current or former director of Seller Subsidiary or any Subsidiary, (B) increase any benefits payable under any Employee Plan, or (C) accelerate the time of payment or vesting, or increase the amo unt of, or otherwise enhance, any benefit due to any Employee or former Employee or current or former director of Seller or any Subsidiary. No such payment shall result in the loss by reason of Section 280G of the Code, of any Federal income tax deduction by Buyer or any Subsidiary. (f) No Employee Plan provides for post-employment surgicalbenefits, medical, hospitalization, including death or similar medical benefits (whether or not insured) ), with respect to current or former Employees of Seller or any Subsidiary after retirement or other termination of service other than as required under applicable Law; (iiii) no Seller Subsidiary Plan is subject to coverage mandated by Sections 601-608 of ERISA and Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a4980B(f) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (vii) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of death benefits or payments retirement benefits under any Seller Subsidiary Plan; employee pension benefit plan (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1Section 3(2) of ERISA), (iii) benefits the full cost of which is borne by the current or former Employee (or his or her beneficiary), or (iv) deferred compensation benefits properly accrued as Liabilities on the books of Seller, the applicable Subsidiary or an ERISA Affiliate. (g) Seller has made no representation or communication, oral or written, with respect to the participation, eligibility for benefits, vesting, benefit accrual or coverage under any Employee Plan to any Employee or any former Employee or current or former director of Seller or any Subsidiary (or any of their respective representatives or beneficiaries) which is not in accordance with the terms and conditions of the Employee Plans. (h) No leased employee (within the meaning of Section 414(n) of the Code has Code) performs (or during the preceding three (3) years performed) services for Seller or any Subsidiary. Seller and the Subsidiaries have at all times been operated in good faith material compliance with section 409A Applicable Law regarding the classification of employees and independent contractors. No Person engaged by Seller or any Subsidiary as an independent contractor, Third Party contract laborer, temporary employee, or “leased employee” has ever been improperly excluded from participation in a Employee Plan, nor has Seller or any Subsidiary used the Code and the guidance issued thereunder; (viii) neither Seller nor services of any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect such individual to any Seller Subsidiary Plan an extent that would reasonably be expected to result in the disqualification of any liabilityof the Employee Plans or the imposition of ma terial penalties or excise taxes with respect to the Employee Plans by the IRS, direct the Department of Labor, the Pension Benefit Guaranty Corporation, or indirectany other Governmental Authority. (i) Except as required by Applicable Law or as described on Schedule 3.28(i), since January 1, 2004, there has been no amendment to, written interpretation or announcement (whether or not written) by Seller, any Subsidiary or any ERISA Affiliate relating to, or change in employee participation or coverage under, any Employee Plan that would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the preceding twelve (12) months. (j) Seller, any applicable Subsidiary and each ERISA Affiliate have complied in all material respects with the notice and continuation coverage requirements of section 4980B of the Code and the regulations thereunder with respect to each Employee Plan that is, or was during any taxable year of Seller or any ERISA Affiliate for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of section 5000(b)(1) of the Code. Each Employee Plan is in compliance with the Health Insurance Portability and Accountability Act of 1996 and the regulations issued thereunder. (k) Neither the Employee Plans, any trusts created thereunder, Seller, any applicable Subsidiary, nor any ERISA Affiliate, nor any employee of the foregoing, nor, to Seller’s Knowledge, any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” (as such term is defined in section 4975 of the Code or section 406 of ERISA). (l) Set forth on Schedule 3.28(l) is a list of each individual who, as of March 31, 2005, was a “M&A qualified beneficiary” (as such term is defined in Treasury Regulations Section 54.4980B-9 Q&A-4) and to whom Seller was providing continued group health plan coverage under Section 4980B of the Code. (m) The only material pension, welfare, bonus, stock purchase, stock ownership, stock option, deferred compensation, incentive, severance, termination or other compensation plan or arrangement, or other material employee fringe benefit plan presently maintained by, or contributed to by Seller or any ERISA Affiliate for the benefit of any employee of Seller or any ERISA Affiliate, including any such plan required to be maintained or contributed to by Applicable Law of the relevant jurisdiction, which would be described in Section 3.28(a), but for the fact that such plans are maintained outside the jurisdiction of the United States (but excluding plans maintained by a Governmental Authority, are listed on Schedule 3.28(a) (the “Foreign Plans”), and a true and complete copy of each written Foreign Plan and of any description of each Foreign Plan that is not written has been furnished to Buyer. (n) Seller and each ERISA Affiliate and each of the Foreign Plans are in compliance in all material respects with the provisions of the Applicable Laws of each jurisdiction in which any of the Foreign Plans are maintained. Except as specifically set forth on Schedule 3.28(n): (i) all contributions to, and payments from, the Foreign Plans (other than payments to be made from a trust, insurance contract or other funding medium) which may have been required to be made in accordance with the terms of any such Foreign Plan, and, when applicable, the Applicable Law of the jurisdiction in which such plan is maintained, have been timely made, and all such contributions to the Foreign Plans, and all payments under the Foreign Plans, for Purchaser any period ending before the Effective Time that are not yet, but to the Knowledge of Seller will be, required to be made are properly accrued and reflected on the financial statements of the employer maintaining such plan; (ii) all material reports, returns and similar documents with respect to any Foreign Plan required to be filed with any Governmental Authority or distributed to any Foreign Plan participant have been duly and timely filed or distributed; (iii) each of the Foreign Plans has obtained from the Governmental Authorities having jurisdiction with respect to such plan any required determination that such plan is in compliance with Applicable Law; (iv) each of the Foreign Plans has been administered at all times, in all material respects, in accordance with its Affiliates (including without limitation the Seller Subsidiaries as of terms, and following the Closing); and (ix) there are no pending investigations by any Governmental Authority involving the Foreign Plans, no claims pending or, to the respective Knowledges of Seller and FGWLASeller’s Knowledge, threatened in writing (except for claims by for benefits payable in the normal operation of the Foreign Plans) or on behalf of Proceedings against any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Foreign Plan or other personsasserting any rights or claims to benefits under any Foreign Plan which could give rise to any material Liability, nor, are there any facts that could give rise to any material Liability in the event of such investigation, claim, suit or proceeding; and (v) the assets of each of the Foreign Plans that provides retirement, medical or life insurance benefits following retirement are at least equal to the liabilities of such plans and Buyer will incur no material Liability with respect to any Foreign Plan with respect to service thereunder performed before the Effective Time, other than claims Liability for benefits made in contributions attributable to periods following the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimEffective Time.

Employee Plans. Except as disclosed on SCHEDULE 7.11, (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such no Employee Plan and subject to ERISA has incurred an "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the summary plan description for each such Employee Plan (if applicableCode). , (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries Borrower nor any ERISA Affiliate has had any obligation incurred liability - except for liabilities for premiums that have been paid or that are not past due - under ERISA to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or the PBGC in connection with any Employee Plan, including (c) neither Borrower nor any Seller ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan in a manner that has given rise to a withdrawal liability under Title IV Plan but of ERISA, (d) neither Borrower nor any ERISA Affiliate has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code), (e) no "reportable event" (as defined in Section 4043 of ERISA) has occurred excluding events for which the notice requirement is waived under applicable PBGC regulations, (f) neither Borrower nor any Seller Subsidiary ERISA Affiliate has any liability, or is subject to any Lien, under ERISA or the Code to or on account of any Employee Plan, with respect (g) each Employee Plan subject to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of and the Code complies in all material respects, both in form and operation, with respect ERISA and the Code, and (h) no Multiemployer Plan subject to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (the Code is in reorganization within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) 418 of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date . The present value of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” benefit liabilities within the meaning of section 409A(d)(1Title IV of ERISA under each Employee Plan (based on those actuarial assumptions used to fund such Employee Plan) did not, as of the Code has been operated in good faith compliance with section 409A last annual valuation date for the 1999 plan year of such Plan, exceed the value of the Code assets of such Employee Plan, and the guidance issued thereunder; total present values of all benefit liabilities within the meaning of Title IV of ERISA of all Employee Plans (viiibased on the actuarial assumptions used to fund each such Plan) neither Seller nor any Seller Subsidiary has incurred any liability for any excisedid not, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges annual valuation dates for the 1999 plan year of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary each such Plan, or by or on behalf exceed the value of any participants or beneficiaries the assets of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any all such claimplans.

Employee Plans. (a) Schedule 4.17(a3.9(a)(i) contains of the Disclosure Schedules sets forth, as of the date hereof, to the extent permitted under applicable Privacy Obligations, a list of each Business Employee, such Business Employee’s employing legal entity, job title (and if different from such job title, position), status as exempt/non-exempt from applicable wage and hour Laws and full or part-time status, base salary, bonus opportunities, commission payments and other compensation payable to such Business Employee Plan. Seller or FGWLA has made availablein the Seller’s fiscal 2020, or has caused the Business Employee’s date of hire, the Employee Plans in which such Business Employee is eligible to participate, visa/work permit type and status (as applicable), and the primary geographic location of their employment with the Seller Subsidiaries Parties, as of the date hereof, broken down into the following categories: (i) active, (ii) inactive on leave of absence with reemployment rights and (iii) on short-term disability under the Seller Group’s short-term disability policy. The Seller shall provide an updated version of Schedule 3.9(a)(i) of the Disclosure Schedules effective on or about the date that is thirty (30) days prior to make availablethe anticipated Closing Date To the Knowledge of the Seller, as of the date hereof, no Business Employee at or above the level of Senior Director or with annualized compensation in excess of $200,000 has provided notice that he or she intends to Purchaser terminate his or her employment with the plan documents Seller. The Seller has provided or other writing constituting each such made available to the Buyer a summary of all material Employee Plan and the summary plan description for each such Employee Plan (if applicable)Plans. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with With respect to a Multiemployer Plan. No the Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller no event has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicleoccurred and, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of the Seller, any correspondence between there exists no condition or set of circumstances in connection with which the Seller or any of its Affiliates and could be subject to any Governmental Entity concerning material Liability under the terms of such Employee Plan, ERISA or the Code, or other applicable Law in respect of any issue that could reasonably be expected to result in a material liability to such sponsor; Business Employees, (ii) no Seller Subsidiary Plan provides for post-employment surgicalto the Knowledge of the Seller, medicaleach of the Employee Plans has been operated and administered in all material respects in accordance with its terms and applicable Law and administrative or governmental rules and regulations, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; including ERISA and the Code and (iii) no Seller Subsidiary each Employee Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended intending to be qualified under section “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to such qualification from the IRS and, to the Knowledge of the Seller, no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification. All required contributions to Employee Plans have been made or properly accrued. (c) None of the Seller Parties or any of their ERISA Affiliates has, within the preceding six-year period, maintained, established, sponsored participated in, contributed to or had any Liability in respect of, any Employee Plan which is so qualified, a multiemployer plan (within the trusts maintained thereunder are exempt from taxation under section 501(ameaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan (within the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; meaning of Section 4001(a)(15) of ERISA). (vd) Neither the execution and the delivery of this Agreement or the consummation of the nor transactions contemplated hereby will nothereby, either alone or in conjunction with any other event, cause there will (i) result in any payment becoming due to be paid any bonuses other compensation or cause the accelerated vesting of Business Employee, (ii) increase any benefits or payments otherwise payable under any Seller Subsidiary Employee Plan; , (viiii) each Seller Subsidiary Plan has been established and maintained result in compliance any acceleration of the time of payment, vesting or funding of any payment or benefit, or (iv) result in all material respects the forfeiture or loss of any payment or benefit by any Business Employee, except as set forth on Schedule 3.9(d). No amount paid or payable in connection with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a the transactions contemplated hereby, either alone or in conjunction with any other event, will be an “non-qualified deferred compensation planexcess parachute payment” within the meaning of section 409A(d)(1) Section 280G of the Code Code. (e) Each Employee Plan that is not subject exclusively to United States Law has been operated established, maintained and administered in good faith material compliance with section 409A of its terms and conditions and with the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims requirements prescribed by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimapplicable Law.

Employee Plans. (a) Schedule 4.17(a) contains 2.09 sets forth a list of each Employee Plan. Seller or FGWLA has made availableWith respect to each Employee Plan, or has caused the Seller Subsidiaries Sellers have provided to make available, to Purchaser the plan documents or other writing constituting Purchaser: a copy of each such Employee Plan and the summary plan description for each such Employee Plan (including all amendments thereto); a copy of the annual report and actuarial report, if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, required under ERISA or the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary PlanCode, with respect to which Purchaser is or will be liable each Employee Plan for the last two (2) plan years ending prior to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within date hereof; if the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Employee Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement contract (including all amendments thereto) and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two last reporting period ended immediately prior to the date thereof; a copy of the most recently completed recent “summary plan yearsdescription”, including all related schedulestogether with each “summary of material modifications”, (C) if required under ERISA, with respect to each Seller Subsidiary Employee Plan; and the most recent determination letter received from the IRS with respect to each Employee Plan that is intended to be qualified under section Code Section 401(a). (b) The Corporation or an ERISA Affiliate have never maintained, had an obligation to contribute to, or actually made contributions to an Employee Plan that is subject to the provisions of Title IV of ERISA. (c) To the Knowledge of the Founding Shareholders, each Employee Plan has been operated and administered in all material respects in accordance with its terms and Applicable Law, including ERISA and the Code. There are no pending or, to the Knowledge of the Founding Shareholders, threatened audits, investigations or claims involving any Employee Plan by any Governmental Authority or other Person, other than routine claims for benefits. Each Employee Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS regarding its qualified status, and no fact exists, including any amendment or failure to amend any Employee Plan, that would cause the IRS to revoke such favorable determination letter. (d) Except (i) as may be provided in any employment Contract currently in effect between Corporation and an Employee or former Employee, or (ii) as otherwise set forth on Schedule 2.09(d), the consummation of the transaction contemplated herein shall not (A) result in any payment becoming due, or increase the amount of compensation due, to any Employee or former Employee or current or former director of the Corporation, (B) increase any benefits payable under any Employee Plan, or (C) accelerate the time of payment or vesting, or increase the amount of, or otherwise enhance, any benefit due to any Employee or former Employee or current or former director of the Corporation. No such payment will result in the loss by reason of Section 280G of the Code, of any federal income Tax deduction by Purchaser or by the Corporation. (e) No Employee Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former Employees of Corporation or current or former directors of Corporation after retirement or other termination of service other than (i) coverage mandated by Sections 601-608 of ERISA and Section 4980B(f) of the Code, (ii) death benefits or retirement benefits under any employee pension benefit plan (within the most recent determination letter from meaning of Section 3(2) of ERISA), (iii) benefits the Internal Revenue Servicefull cost of which is borne by the current or former Employee or current or former director (or his or her beneficiary), or (iv) severance or deferred compensation benefits properly accrued as Liabilities on the books of either Corporation or an ERISA Affiliate. (f) The Corporation has not made any representation or communication, oral or written, with respect to the participation, eligibility for benefits, vesting, benefit accrual or coverage under any Employee Plan to any Employee or any former Employee or current or former director of Corporation which is not in accordance with the terms and (D) since the Acquisition Date conditions of the sponsor Employee Plans. (g) No “leased employee” (within the meaning of Section 414(n) of the Code) performs (or during the preceding three years has performed) services for Corporation. The Corporation has at all times been in material compliance with Applicable Law regarding the classification of Employees and independent contractors. No Person engaged by either Corporation as an independent contractor, laborer, temporary Employee, or “leased employee” has ever been improperly excluded from participation in a Employee Plan, nor has Corporation used the services of any Seller Subsidiary Plan or such individual to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue an extent that could would reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV the disqualification of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) any of the Code is so qualifiedEmployee Plans or the imposition of material penalties or excise Taxes with respect to the Employee Plans by the IRS, the trusts maintained thereunder are exempt from taxation under section 501(a) Department of Labor, the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement Pension Benefit Guaranty Corporation or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; Governmental Authority. (vih) The Corporation and each Seller Subsidiary Plan ERISA Affiliate has been established and maintained in compliance complied in all material respects with its terms the notice and applicable Law; (vii) continuation coverage requirements of Section 4980B of the Code and the regulations thereunder with respect to each Seller Subsidiary Employee Plan that constitutes is, or was during any taxable year of either Corporation or any ERISA Affiliate for which the statute of limitations on the assessment of federal income Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code. (i) None of the Employee Plans, any trusts created thereunder, either Corporation or any ERISA Affiliate, or any Employee of the foregoing, nor, to the Knowledge of the Founding Shareholders, any trustee, administrator or other fiduciary thereof, has engaged in a “non-qualified prohibited transaction” (as such term is defined in Section 4975 of the Code or Section 406 of ERISA). To the Founding Shareholders’ Knowledge, no sponsor, trustee or administrator of any Employee Benefit Plan has engaged in a transaction or has taken or failed to take any action with respect to an Employee Benefit Plan that would be reasonably expected to subject the Corporation or an ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4980B of the Code. (j) The Corporation and each ERISA Affiliate, and each Employee Benefit Plan has complied in all material respects with the Health Insurance Portability and Accountability Act of 1996, and the regulations issued thereunder. (k) Each Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of section 409A(d)(1) as such term is defined in Section 409A of the Code has been operated in good faith compliance with section Code Section 409A for periods beginning after December 31, 2004. (l) Set forth on Schedule 2.09 is a list of each individual who, as of a date not more than five (5) days preceding the date of this Agreement, was a “M&A qualified beneficiary” (as such term is defined in Treasury Regulations Section 54.4980B-9 Q&A-4) and to whom the Corporation was providing continued group health plan coverage under Section 4980B of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(a) contains a list For the purpose of this Section 0, “Seller” shall include each Employee PlanAffiliate of Seller which employs any Business Employees. Seller or FGWLA has made available, or has caused Section 0 of the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting Disclosure Letter identifies each such Employee Plan and the summary plan description for each such Employee Plan (if applicable)Agreement. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Neither Seller, FGWLA, the Seller Subsidiaries nor any other Person or entity that, together with Seller is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001 of ERISA Affiliate (collectively “ERISA Affiliates”), has (i) contributed to, or had any an obligation to contribute to, or has incurred had any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 any plan subject to Title IV of ERISA. There is no amount , or payment (ii) incurred (x) any liability under Title IV of ERISA arising from or in connection with the termination of any Employee Plan, including any Seller plan covered or previously covered by Title IV Plan but excluding of ERISA, (y) any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested liability under section Section 412 of the Code with respect to Code, or (z) any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 liability as a result of the Code or section 406 failure to comply with the continuation of ERISA) or breach coverage requirements of any fiduciary duty described in Section 404 601 et. seq. of ERISA and Section 4980B of the Code, that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any such case would become a Liability of its Affiliates (including without limitation Buyer after the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)Closing Date. (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: No Employee (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if beneficiary of any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (Bforegoing) where applicable, Forms 5500 with respect of Seller is entitled to the two most recently completed plan yearsreceive any benefits, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar medical benefits (whether or not insured) beyond retirement or other termination of employment, other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 Law or Title IV the terms of ERISA; (iv) each Seller Subsidiary Plan any plan intended to be qualified under section Section 401(a) of the Code requires and there have been no written or oral commitments inconsistent with the foregoing. (d) No Employee Plan is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” multiemployer plan within the meaning of section 409A(d)(1Section 4001(a)(3) of the Code has been operated in good faith compliance with section 409A of the Code ERISA (“Multiemployer Plan”); and the guidance issued thereunder; (viii) neither Seller nor any of its ERISA Affiliates has at any time during the six (6) year period preceding the Closing Date, contributed to or been obligated to contribute to any Multiemployer Plan. (e) No Business Employee has been promised stock options, equity, or equity-based compensation, nor has Seller Subsidiary has incurred introduced, or proposed to introduce, any liability for any excisestock option plan or profit sharing, income bonus, commission or other taxes such incentive plan. No Employee Agreement or penalties with respect Employee Plan contains any provision or is subject to any Seller Subsidiary Plan law that would reasonably be expected accelerate or vest any benefit or require severance, termination or other payments or trigger any Liabilities to any Business Employee or other Employee as a result in of the transactions this Agreement contemplates. No Business Employee or other Employee has been promised or paid any liability, direct bonus or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, incentive compensation related to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimtransactions this Agreement contemplates.

Employee Plans. (a) Schedule 4.17(aSection 3.19(a) contains a list of the Disclosure Letter lists each Employee Plan. The Seller or FGWLA an Acquired Company has made available, or has caused available to Buyer the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the current summary plan description for (and all summaries of material modifications) or other descriptive materials provided to plan participants describing each such Employee Plan (if applicable)Plan. (b) Assuming the accuracy of the representations and warranties of SPRPA made in the Original Purchase Agreement and except as set forth in Section 3.19(b) of the Disclosure Letter, the Acquired Companies do not have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, to any Pension Plan, the PBGC or any other Person, arising directly or indirectly under Title IV of ERISA other than liability pursuant to Section 4007 for premiums which are not yet due (without regard to any waiver). No Employee “reportable event,” within the meaning of Section 4043 of ERISA, has occurred since the Original Closing Date with respect to any Pension Plan is a Multiemployer Plan and since January 1, 2002subject to Title IV of ERISA. Since the Original Closing Date, neither Seller, FGWLA, the Seller Subsidiaries Acquired Companies nor any ERISA Affiliate has had ceased operations at any obligation facility or withdrawn from any Pension Plan in a manner that could subject an Acquired Company or an ERISA Affiliate to contribute liability under Sections 4062(e), 4063 or 4064 of ERISA. (c) Neither the Acquired Companies nor any ERISA Affiliate maintains, contributes to, participates in, has participated in or has incurred agreed to participate in or has any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount (whether known or payment arising from unknown, direct or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code indirect) with respect to any Seller Title IV Multiemployer Plan. There has occurred ; provided that no non-exempt “prohibited transaction” representation or warranty is made with respect to any period on or before July 16, 2007. (within the meaning of section 4975 d) Except as set forth on in Section 3.19(d) of the Code Disclosure Letter, each Acquired Company may terminate or section 406 discontinue its participation in any Employee Plan in accordance with its terms, without liability to the Acquired Companies, Buyer or any affiliate of ERISABuyer. (e) Section 3.19(e) of the Disclosure Letter lists each Employee Plan, Employee Contract or breach other agreement, practice or arrangement that an Acquired Company is a party to or has any obligation under that is subject to Section 409A of the Code. (f) Assuming the accuracy of the representations and warranties of SPRPA in and SPRPA’s compliance with the covenants of the Original Purchase Agreement, except as set forth in Section 3.19(f) of the Disclosure Letter, the Acquired Companies do not maintain, contribute to, have or could have any liability of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liabilitynature, whether known or unknown, direct or indirect, for Purchaser fixed or contingent, with respect to retiree medical coverage or any other medical, health, life or other welfare benefits for present or future terminated employees of its Affiliates (including without limitation the Seller Subsidiaries Acquired Companies or their spouses or dependents other than as of and following the Closing) required by COBRA or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)comparable state law. (cg) Except as set forth in Schedule 4.17(c)Section 3.19(g) of the Disclosure Letter, the Acquired Companies and ERISA Affiliates have complied in all material respects with respect the health care continuation requirements of COBRA and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not result in any obligation or liability to Seller Subsidiary Plans: the Acquired Companies, the Buyer or any affiliate of the Buyer, to any Employee (or spouse or dependent of such Employee) pursuant to the health care continuation requirements of COBRA, in each case, arising prior to the Closing Date. (h) Full payment has been made of all amounts that each Acquired Company is required, under applicable law, the terms of any Employee Plan, or any agreement relating to any Employee Plan, to have paid as a contribution, premium or other remittance thereto or benefit thereunder as of the Closing Date. (i) Seller The Acquired Companies have performed all material obligations required to be performed by each of them under each Employee Plan. Each Employee Plan has provided or has caused the Seller Subsidiaries to provide to Purchaser (been established and maintained in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement material compliance with its terms and the latest financial statements thereofapplicable provisions of ERISA, (B) where applicable, Forms 5500 with respect to the two most recently completed Code and all other applicable Law. Each Pension Plan that is operated as a plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be that is qualified under section 401(a) the provisions of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualifiedsatisfies in form and operation all applicable qualification requirements and, except as set forth on Section 3.18(i) of the trusts maintained thereunder Disclosure Letter, has received a favorable determination letter or opinion letter from the IRS with respect to such Pension Plan as to its qualified status under the Code. (j) There are exempt from taxation no facts or circumstances which could, directly or indirectly, subject the Acquired Companies to any material (i) excise Tax or other liability under section 501(a) Chapters 43, 46 or 47 of Subtitle D of the Code, (ii) penalty Tax or other liability under Chapter 68 of Subtitle F of the Code or (iii) civil penalty, damages or other liabilities arising under Section 502 of ERISA. (k) There are no pending or, to the knowledge of the Seller or the Acquired Companies threatened, claims, suits or proceedings against the Acquired Companies, any ERISA Affiliate or any other Person by present Employees or former employees of Seller or its affiliate NightHawk Radiology Services, LLC that primarily provided services to an Acquired Company (a “Former Employee”), Employee Plan participants, beneficiaries or spouses of any of the above, including, without limitation, claims against the assets of any trust, involving any Employee Plan, or any rights or benefits thereunder, other than the ordinary and no condition exists that would reasonably usual claims for benefits by participants or beneficiaries, for which Buyer or the Acquired Companies could be expected to adversely affect such qualifications; liable after Closing. (vl) Except as set forth in Section 3.19(l) of the Disclosure Letter, the execution and the delivery of this Agreement or and the consummation of the transactions contemplated hereby will not, not (either alone or with upon the occurrence of any other eventadditional or subsequent events) constitute an event under any Employee Contract, cause there to be paid trust or loan that will or may result in any bonuses other compensation payment (whether of severance pay or cause otherwise) or the accelerated vesting acceleration of accrual, vesting, funding or payment of any contribution or benefit under any Employee Plan or any forgiveness of indebtedness, increase in benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties obligation to fund benefits with respect to any Seller Subsidiary Plan that would reasonably Employee for which Buyer or the Acquired Companies could be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the liable after Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.

Employee Plans. Seller has no Defined Benefit Plans (aas defined in Section 414(l) Schedule 4.17(aof the Code), money purchase pension plans or Multiemployer Plans (as defined in Section 3(37) contains of ERISA), and Seller has not made a list complete or partial withdrawal from any Multiemployer Plan so as to incur withdrawal liability under Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under Section 4207 or 4208 of ERISA). Seller is not a member of a Controlled Group of Corporations of which any member has terminated, or will terminate before the Closing, any plan subject to Title IV of ERISA. Seller has made full payment of all amounts that are required under the terms of each Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such Employee Plan, whether or not waived. The value of the assets of each Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such Employee Plan. Seller is not required to provide security to an Employee Plan under Section 401(a)(29) of the Code. Seller has paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the Employee Plans for all policy years or FGWLA has made available, other applicable policy periods ending on or has caused before the Seller Subsidiaries to make available, to Purchaser Closing Date. The Employee Plans have been operated in compliance with all applicable Legal Requirements and the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or and the transactions contemplated by this Agreement will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to not result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: liability (i) Seller has provided for the termination of or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if withdrawal from any Seller Subsidiary Employee Plan is funded through a trust under Sections 4062, 4063 or any third party funding vehicle, a copy of the trust 4064 or other funding agreement and the latest financial statements thereofERISA, (Bii) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (Cfor any lien imposed under Section 302(f) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(aof ERISA or Section 412(n) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to for any interest payments required under Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a302(e) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(aERISA or Section 412(m) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (iv) for any excise tax imposed by Section 4971 of the Code or (v) the execution and the delivery for any minimum funding contributions under Section 302(c)(11) of this Agreement ERISA or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1Section 412(c)(11) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made availableThere does not now exist, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor do any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue circumstances exist that could reasonably be expected to result in a material liability in, any Plan Liability with respect to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgicalthe Employee Plans sponsored, medicalmaintained, hospitalizationcontributed to, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified sponsored, maintained, or contributed to by the Selling Parties and any Person that, together with the Selling Parties, is treated as a single employer under section 401(aSection 414(b), (c), (m) or (o) of the Code is so qualified(an “ERISA Affiliate”), that would be a liability of ENP GP or the trusts maintained thereunder are exempt from taxation under section 501(aPartnership Entities following the Closing. (b) Schedule 2.12(b) sets forth a list as of the Codedate hereof of the job titles and annual salaries or hourly wages for the previous year (if the Closing Date occurs after December 31, 2010) for all employees of the Selling Parties and no condition exists that would reasonably be expected their Affiliates who spend all of their business time providing services related to adversely affect such qualifications; (v) the execution and the delivery of this Agreement ENP GP or the consummation Partnership Entities (the “Subject Employees”). As of the transactions contemplated hereby will not, alone date hereof (i) none of the Subject Employees are subject to any collective bargaining agreements or other labor contract with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A Selling Parties or their Affiliates, (ii) to the Knowledge of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any exciseSelling Parties, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser none of ENP GP or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); Partnership Entities has currently agreed to recognize any union or other collective bargaining representative, and (ixiii) there are since January 1, 2010 through the date hereof, no union or other collective bargaining representative, to the Knowledge of the Selling Parties, has attempted to organize or been certified as the exclusive bargaining representative of any Subject Employee. There is no labor strike or work stoppage pending or, to the Knowledge of the Selling Parties, threatened that involves the Subject Employees. There is no pending or, to the respective Knowledges Knowledge of Seller and FGWLAthe Selling Parties, threatened claims by labor dispute, grievance or on behalf litigation relating to labor matters involving the Subject Employees (including those alleging any material viol ation of any Seller Subsidiary Planlabor, safety or by employment Laws, charges of unfair labor practices, wage complaints or on behalf of discrimination complaints). No Subject Employee is subject to any participants individual employment agreement or beneficiaries of any Seller Subsidiary Plan or other persons, change in control payments other than claims for benefits those payments to be made in the ordinary operation by Parent under Section 6.13 of Seller Subsidiary Plansthis Agreement, and no condition exists which would reasonably be expected to result in the assertion of any such claimeach Subject Employee is an at-will employee.

Employee Plans. (a) Section 3.9(a) of the Seller Disclosure Schedule 4.17(a) contains a list true and complete list, as of the date of this Agreement, of each material Employee Plan. Seller Plan with each Employee Plan maintained by the Target Company or FGWLA has made availableany of its Subsidiaries separately designated as such, other than individual at-will offer of employment letters on substantially the forms provided to Purchaser that do not provide for severance, retention or has caused change in control payments or benefits, provided that the form of such agreement is set forth on the Seller Subsidiaries to make available, to Purchaser Disclosure Schedule and any such agreement that materially deviates from the plan documents or other writing constituting scheduled form is separately scheduled. True and complete copies of each such Employee Plan and or written descriptions of the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, material terms thereof have been provided or made available to the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer PlanPurchaser. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any maintained by Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation other than the Seller Subsidiaries as Target Company or its Subsidiaries) shall be assumed by the Purchaser. (b) Each Employee Plan that is intended to be qualified under Section 401(a) of and following the Closing) Code has received a favorable determination from the IRS stating that such Employee Plan is so qualified or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation is a prototype plan to whose sponsor a favorable opinion letter has been issued by the Seller Subsidiaries as of and following the Closing)IRS. (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could would not reasonably be expected to result in individually or in the aggregate, a material liability Business Material Adverse Effect, each Employee Plan has been operated in compliance with its terms and complies in form and in operation in all respects with all Applicable Law. (d) No Employee Plan is, and neither Seller nor any of its ERISA Affiliates has during the preceding six (6) years, sponsored or contributed to, or has any Liability with respect to, a pension plan subject to such sponsor; (iiTitle IV of ERISA, Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 4001(a)(3) no Seller Subsidiary of ERISA. No Employee Plan provides for post-employment surgical, medical, hospitalization, death health or similar life insurance benefits (whether or not insured) ), with respect to Business Employees beyond their retirement or other termination of employment, other than health continuation coverage as required under applicable by Section 4980B or similar Applicable Law; , or health care coverage through the end of the calendar month in which a termination of employment occurs. (iiie) no Seller Subsidiary Plan is subject to Except as disclosed in Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a3.9(e) of the Code is so qualifiedSeller Disclosure Schedule, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or and the consummation of the transactions contemplated hereby by this Agreement will not, either alone or in combination with any other event, cause there (i) entitle any Business Employee to be paid severance pay or any bonuses other compensation similar termination payment, or cause (ii) accelerate the accelerated vesting time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such Business Employee. (f) No Business Employee is entitled to any payments or benefits that has resulted or payments under would result, separately or in the aggregate, in connection with the transactions contemplated by this Agreement (either alone or in combination with any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained other events), in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a the payment of any “non-qualified deferred compensation planexcess parachute payments” within the meaning of section 409A(d)(1) Section 280G of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode.

Employee Plans. (a) Schedule 4.17(aFor each Plan or Defined Contribution Plan hereafter adopted by Borrower or any Subsidiary of Borrower which is intended to be tax qualified under IRC Section 401(a), Borrower shall or shall cause such Subsidiary to (i) contains a list use its best efforts to seek and receive determination letters from the IRS to the effect that such plan is qualified within the meaning of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan IRC Section 401(a) and the summary trust created under such plan description for each is tax-exempt under IRC Section 501(a); (ii) from and after the adoption of any Plan or Defined Contribution Plan, use its best efforts to cause such Employee plan to be qualified within the meaning of IRC Section 401(a) and to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a); and (iii) not take any action which would cause such Plan (if applicableor Defined Contribution Plan not to be qualified within the meaning of IRC Section 401(a) or not to be administered in all material respects in accordance with the requirements of ERISA and IRC Section 401(a). (b) No Employee Plan is a Multiemployer Plan As soon as possible, and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor in any event within ten (10) days after Borrower or any ERISA Affiliate knows or has had reason to know or believes that any obligation ERISA Event has occurred, Borrower shall and shall cause such ERISA Affiliate to contribute todeliver to Agent a statement of the chief financial officer of Borrower or such ERISA Affiliate describing such ERISA Event, together with any correspondence with, or has incurred any withdrawal liability filings made with, the PBGC or DOL, and the action, if any, which Borrower or such ERISA Affiliate proposes to take with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)thereto. (c) Except as set forth in Schedule 4.17(c)Borrower shall and shall cause each ERISA Affiliate to deliver to Agent: (i) if requested by Agent, promptly after the filing thereof by Borrower or such ERISA Affiliate with the DOL, IRS or the PBGC, copies of each annual and other report with respect to Seller Subsidiary Plans: each Plan, Defined Contribution Plan or Welfare Plan; (iii) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehiclepromptly after receipt thereof, a copy of any notice, determination letter, ruling or opinion Borrower or such ERISA Affiliate may receive from the trust PBGC, DOL or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 IRS with respect to any Plan, Defined Contribution Plan or Welfare Plan; (iii) promptly, and in any event within ten (10) Business Days, after receipt thereof, a copy of any correspondence Borrower or such ERISA Affiliate receives from the two most recently completed Plan Sponsor (as defined by ERISA Section 4001(a)(10)) of any Plan concerning potential multiemployer withdrawal liability pursuant to ERISA Section 4219 and/or Section 4202, and a statement from the chief financial officer of Borrower or such ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which Borrower or such ERISA Affiliate proposes to take with respect thereto; (iv) notification within thirty (30) days of any material increases in the benefits of any existing Plan, Defined Contribution Plan or Welfare Plan which is not a Multiemployer Plan, or the establishment of any new Plans, Defined Contribution Plans or Welfare Plans, or the commencement of contributions to any such plan years, including all related schedules, to which Borrower or such ERISA Affiliate was not previously contributing within thirty (C30) days; and (v) notification within ten (10) days of a request for a minimum funding waiver under IRC Section 412 or a prohibited transaction exemption under ERISA Section 408(a) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.

Employee Plans. (ai) Section 4.1(ii) of the Disclosure Schedule 4.17(a) contains is a true and complete list of all Employee Plans. Except as set out in Section 4.1(ii) of the Disclosure Schedule, no registered pension plan forming part of the Employee Plans had, as at the date of the most recent actuarial valuation thereof, an unfunded liability. (ii) A true, accurate and complete copy of each written Employee Plan (as amended to date) and a written summary of all material terms of each unwritten Employee Plan have been provided to the Purchaser in the Data Room. Except as expressly contemplated pursuant to this Agreement or pursuant to changes in, or as required by, applicable Laws, no promises or commitments have been made by any members of the DMI Group to amend any Employee Plan. (iii) All Employee Plans have been established, registered, administered, communicated and invested in accordance, in all material respects, with its terms and all applicable Laws. To the knowledge of the Vendors, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan. Seller or FGWLA has made available, or has caused To the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 knowledge of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within Vendors, in the meaning of section 4975 past three years, none of the Code members of the DMI Group has or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or had any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) agents or delegates, breached any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 fiduciary obligation with respect to the two most recently completed plan yearsadministration or investment of any Employee Plan. (iv) All obligations of the members of the DMI Group prior to Closing under or in respect of the Employee Plans (whether pursuant to the terms thereof or any applicable Law) have been satisfied, and there are no outstanding defaults or violations thereunder by the members of the DMI Group. None of the members of the DMI Group and the Vendors have any knowledge of any default or violation by any other Person in respect of the Employee Plans. Without limiting the generality of the foregoing, all employer and employee payments, contributions and premiums required to be remitted or paid to or in respect of the Employee Plans have been remitted or paid, in a timely manner to or in respect of the Employee Plans in accordance with the terms thereof and all applicable Laws, and no Taxes, non-Tax related interest, penalties or fees are owing or exigible under any of the Employee Plans. (v) None of the Employee Plans provide for benefit increases or the acceleration of funding obligations or vesting that are contingent on, or will be triggered by, the entering into of this Agreement or the completion of the transactions contemplated by this Agreement. The entering into of this Agreement or completion of the transactions contemplated herein will not result in any payment (including all related schedulesbonus, golden parachute, retirement or other enhanced benefit) becoming payable under any Employee Plan. (Cvi) with respect The Corporation and, to the knowledge of the Vendors, the other members of the Business Group have each paid in full to each Seller Subsidiary Employee Plan intended all contributions and premiums for the period up to be qualified under section 401(aand including the Closing Date or has made or will make full and adequate disclosure of and appropriate accruals for such contributions and premiums in its Books and Records and the Final Closing Financial Statements. (vii) Other than routine claims for benefits, to the knowledge of the CodeVendors, the most recent determination letter from the Internal Revenue Serviceno Employee Plan is subject to any pending action, and investigation, examination, claim (Dincluding claims for Taxes) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any other proceeding initiated by any Person and there exists no state of its Affiliates and any Governmental Entity concerning any issue that facts which could reasonably be expected to result in a material liability give rise to any such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgicalaction, medicalinvestigation, hospitalizationexamination, death claim or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; proceeding. (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income There is no audit or other taxes Proceeding by any applicable Governmental Authority and the CRA, or penalties with respect to by any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, Person (other than routine claims for Purchaser or any payment of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ixbenefits) there are no pending or, to the respective Knowledges knowledge of Seller and FGWLAthe Vendors, threatened claims by or on behalf in respect of any Seller Subsidiary Planof the Employee Plans or their assets. (ix) With respect to any Employee Plan which is registered under any applicable Law, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary no event has occurred respecting that Employee Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to could result in the assertion revocation of that registration or entitle any Person (without the consent of the applicable member of the DMI Group) to wind up or terminate that Employee Plan, in whole or in part. (x) Other than as set out in the Employee Plans, none of the Corporation nor, to the knowledge of the Vendors, the other members of the DMI Group, provide or have promised to provide benefits beyond retirement or other termination of service to current and former directors, officers, shareholders, consultants, independent contractors or employees and their respective beneficiaries or dependents. (xi) To the knowledge of the Vendors, none of the Employee Plans enjoy any special Tax status under any applicable Laws, nor has any member of the DMI Group sought or received any advance Tax rulings in respect of any Employee Plan. (xii) All employee data necessary to administer each Employee Plan in accordance with its terms and conditions and all applicable Laws is in possession of or available to the DMI Group and such claimdata is sufficiently complete and correct for the proper administration of each Employee Plan.

Employee Plans. Section 3.22(c) of the Seller Disclosure Schedule identifies each Seller Employee Plans. Copies of all other Seller Employee Plans (aand, if applicable, related trust agreements) and all related documents, amendments and material written interpretations (including summary plan descriptions) thereto have been delivered or made available to Platinum or its counsel, together with, to the extent applicable, the two most recent annual reports (Form 5500, including, if applicable, Schedule 4.17(aB thereto) contains a list of each prepared in connection with any such Seller Employee Plan. Seller No "prohibited transaction," as defined in Section 406 of ERISA or FGWLA Section 4975 of the Code, has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability occurred with respect to a Multiemployer Plan. No any Seller Employee Plan which is covered by Title I of ERISA which would result in a “multiple employer plan” described in Section 4063 material Liability to Seller, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of ERISA. There is no amount or payment arising from any asset under or in connection with any Seller Employee PlanPlan has or will make Seller, including any Subsidiary or any Seller Title IV Plan but excluding any Seller or Subsidiary Plan, with respect to which Purchaser is officer or will be liable director subject to any Personmaterial Liability under Title I of ERISA or Liability for any material Tax or penalty pursuant to Sections 4972, including any Governmental Entity 4975, 4976 or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 4979 of the Code or section 406 Section 502 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) . Except as set forth in Schedule 4.17(c)Section 3.22(c) of the Seller Disclosure Schedule, no Seller Employee Plans will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All contributions due from Seller or any Subsidiary with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused any of the Seller Employee Plans have been made as required under such plans and, to the extent applicable, ERISA, other than contributions accrued in the ordinary course of business consistent with past practice, all of which have been paid or will be paid when and as required or, if not required to be made, have been accrued on the Seller Financial Statements. Seller and each of the Subsidiaries has performed in all material respects all obligations required to provide be performed by it under each Seller Employee Plan, and each Seller Employee Plan has been maintained materially in compliance with its terms and with the requirements prescribed by any and all Legal Requirements, which are applicable to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if such Seller Employee Plans. All individuals who, pursuant to the terms of any Seller Subsidiary Employee Plans, are entitled to participate in any Seller Employee Plan, currently are participating in such Seller Employee Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect have been offered an opportunity to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified do so. Except as set forth under section 401(aSection 3.22(c) of the CodeSeller Disclosure Schedule, the most recent determination letter from the Internal Revenue Serviceto Seller's knowledge, and (D) since the Acquisition Date no employee of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the CodeSubsidiaries, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect Person subject to any health plan of Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation Subsidiaries has made medical claims through such health plan during the Seller Subsidiaries as of and following 12 months preceding the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other date hereof for more than claims for benefits made $50,000 in the ordinary operation of aggregate for which Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimis responsible.

Employee Plans. (a) The Sellers do not maintain any "employee benefit plans" and "employee welfare plans", as defined in this Sections 3(1) and 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") respectively and, except as set forth on Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available5.1.9, have not maintained, contributed to, been required to contribute to, or has caused been a party to or a participating employer in, any "employee pension benefit plan," as defined in Section 3(2) of ERISA, including any multiemployer employee pension benefit plan (the Seller Subsidiaries "Employee Benefit Plans"). The Sellers are not parties to make available, to Purchaser the plan documents any collective bargaining or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable)labor agreements. (b) No The Employee Plan is a Multiemployer Plan Benefit Plans (i) are qualified to the extent required by law under Section 401 of the Internal Revenue Code of 1986, as amended and since January 1, 2002, neither Seller, FGWLAto the best knowledge of Sellers there exists no fact which would adversely affect the qualified status of any such Employee Benefit Plan; (ii) have been operated and administered in all material respects in accordance with ERISA, the Seller Subsidiaries nor Internal Revenue Code and all other applicable law; (iii) have not engaged in any transactions (as such term is defined for purposes of ERISA Affiliate has had any obligation and the Internal Revenue Code); (iv) have not, since the last annual report filed, been amended so as to contribute tomaterially increase benefits thereunder or experienced a material increase (more than 20%) in the number of participants covered thereunder; and (v) v if terminated on the date hereof, or has incurred any withdrawal would not give rise to liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 under Title IV of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except Each Seller, at all times, has complied with all applicable provisions of the Employee Benefit Plans and is not in default thereunder. Full payment has been made of all amounts which any Seller is required to pay under the terms of each of the Employee Benefit Plans as set forth a contribution or premium to or in Schedule 4.17(crespect of such plans as of the last day of the most recent fiscal year of each of the Employee Benefit Plans ended prior to the date of this Agreement, any such contribution has been accrued as a liability on the books of the Sellers and none of the Employee Benefit Plans nor any trust established thereunder has incurred and "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code), with respect to Seller Subsidiary Plans: (i) Seller has provided whether or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 not waived with respect to the two most recently completed plan years, including all related schedules, (C) with respect to recent fiscal year of each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or Employee Benefit Plans ended prior to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery date of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; Agreement. (vid) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there There are no pending pending, anticipated or, to the respective Knowledges of Seller and FGWLASellers' knowledge, threatened claims against or otherwise involving any of the Employee Benefit Plans, or any fiduciary thereof, by or on behalf of such plans, any Seller Subsidiary Planemployee or beneficiary covered under the plans or otherwise involving the plans (other than routine claims for benefits). There is no judgment, decree, injunction, rule or by or on behalf order of any participants court, governmental body, commission, agency or beneficiaries arbitrator outstanding against or in favor of any Seller Subsidiary Plan plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimfiduciary thereof.

Employee Plans. (a) Schedule 4.17(aSection 3.22(a) contains a list of the Disclosure Letter lists each Employee Plan. The Seller or FGWLA an Acquired Company has made available, or has caused provided to Buyer the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the current summary plan description for (and all summaries of material modifications) or other descriptive materials provided to plan participants describing each such Employee Plan (if applicable)Plan. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(cSection 3.22(b) of the Disclosure Letter, the Acquired Companies do not have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, to any Pension Plan, the PBGC or any other person, arising directly or indirectly under Title IV of ERISA other than liability pursuant to Section 4007 for premiums which are not yet due (without regard to any waiver). No “reportable event,” within the meaning of Section 4043 of ERISA, has occurred with respect to any Pension Plan subject to Title IV of ERISA. Neither the Acquired Companies nor any ERISA Affiliate has ceased operations at any facility or withdrawn from any Pension Plan in a manner that could subject an Acquired Company or an ERISA Affiliate to liability under Sections 4062(e), 4063 or 4064 of ERISA. (c) Neither the Acquired Companies nor any ERISA Affiliate maintains, contributes to, participates in, has participated in or has agreed to participate in or has any liability (whether known or unknown, direct or indirect) with respect to any Multiemployer Plan. (d) Except as set forth in Section 3.22(d) of the Disclosure Letter, each Acquired Company may terminate or discontinue its participation in any Employee Plan in accordance with its terms, without liability to the Acquired Company, the Buyer or any affiliate of the Buyer. (e) Section 3.22(e) of the Disclosure Letter lists each Employee Plan, Employee Contract or other agreement, practice or arrangement that an Acquired Company is a party to or has any obligation under that is subject to Section 409A of the Code. (f) Except as set forth in Section 3.22(f) of the Disclosure Letter, the Acquired Companies do not maintain, contribute to, have or could have any liability of any nature, whether known or unknown, direct or indirect, fixed or contingent, with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust retiree medical coverage or any third party funding vehicleother medical, a copy health, life or other welfare benefits for present or future terminated employees of the trust Acquired Companies or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan their spouses or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) dependents other than as required under applicable Law; by COBRA or any comparable state law. (iiig) no Seller Subsidiary Plan is subject to Except as set forth in Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a3.22(g) of the Code is so qualifiedDisclosure Letter, the trusts maintained thereunder are exempt from taxation under section 501(a) Acquired Companies and ERISA Affiliates have complied in all material respects with the health care continuation requirements of the Code, COBRA and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or and the consummation of the transactions contemplated hereby hereunder will notnot result in any obligation or liability to the Acquired Companies, alone the Buyer or with any affiliate of the Buyer, to any Employee (or spouse or dependent of such Employee) of the Acquired Companies pursuant to the health care continuation requirements of COBRA. The Seller has confirmed that SPRPA (and/or any other event, cause there ERISA Affiliate that provides group health plan coverage to be paid any bonuses other compensation or cause employees of the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (viAcquired Companies) each Seller Subsidiary Plan has been established and maintained no present intention to terminate its “group health plans” as defined in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1Section 4980B(g) of the Code has been operated in good faith compliance with section 409A and Section 607 of ERISA, except that group health plans applicable to Employees of the Code and Acquired Companies may be terminated at the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result end of the month in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation which the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimClosing occurs.

Employee Plans. (a) Schedule 4.17(a) contains a list Each Borrower Party shall, and shall cause each of each Employee Plan. Seller or FGWLA has made availableits ERISA Affiliates to, as soon as possible and, in any event, within 10 days after such Borrower Party knows or has caused the Seller Subsidiaries reason to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plansknow that: (i) Seller an ERISA Event has provided or has caused the Seller Subsidiaries to provide to Purchaser occurred; (in addition those documents contemplated by Section 4.17(a)ii) (A) if any Seller Subsidiary Plan is funded through that a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified transaction prohibited under section 401(a) of the CodeERISA, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date IRC or a foreign Law of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result similar nature has occurred resulting in a material liability to such sponsor; an Employee Plan, a Borrower Party or any of its ERISA Affiliates (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Lawany entity which they have an obligation to indemnify); (iii) no Seller Subsidiary that an accumulated funding deficiency has been incurred or an application is to be or has been made to the Secretary of the Treasury for a waiver of the minimum funding standard with respect to an accumulation funding deficiency of $1,000,000 or more, that a failure to make timely contributions to a Benefit Plan is subject may give or has given rise to a Lien in a material amount; (iv) that an amendment to a Benefit Plan may require or requires the granting of a security interest in a material amount; (v) that proceedings are likely to be or have been instituted to terminate a Benefit Plan; or (vi) that a Borrower Party or an ERISA Affiliate has or may incur any material liability under Section 502(g) or any analogous provision relating to Section 302 515 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended , deliver to Agents a certificate of an authorized representative of such Borrower Party or ERISA Affiliate setting forth details as to such occurrence and action, if any, which such Borrower Party or the ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be qualified under section 401(a) of the Code is so qualifiedfiled with or by such Borrower Party, the trusts maintained thereunder are exempt from taxation under section 501(a) of ERISA Affiliate, the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) PBGC or the execution and the delivery plan administrator with respect thereto. For purposes of this Agreement or the consummation of the transactions contemplated hereby will notSection 6.15, an item is material if alone or taken with any other event, cause there item in this Section 6.15 it results in a liability of $1,000,000 or more. Copies of any notices required to be paid any bonuses other compensation or cause delivered to the accelerated vesting Agents hereunder shall be delivered not later than 10 days after the later of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan the date such notice has been established and maintained in compliance in all material respects filed with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning IRS or the PBGC or received by such Borrower Party or the ERISA Affiliate. Upon the request of section 409A(d)(1) any Agent or any of the Code has been operated in good faith compliance with section 409A Lenders made from time to time, each Borrower Party will deliver a copy of the Code most recent actuarial report and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties annual report completed with respect to any Seller Subsidiary Employee Plan that would reasonably be expected to result in or Benefit Plan, and any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, other financial information such Borrower Party has with respect to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Employee Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimBenefit Plan.

Employee Plans. (a) Schedule 4.17(a) contains a list of each Employee Plan. Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Each EMI Employee Plan (if applicable)and, where distinct, each trust or other funding vehicle supporting such plan) intended to qualify for tax exempt or tax favored status under the applicable local fiscal regime satisfies the applicable regulatory requirements for such tax exempt or tax favored status and has obtained all appropriate confirmations, determinations and certificates necessary to confer and record such status, and nothing has occurred since the most recent date of any such assurance or is expected to occur through the Closing Date (including, without limitation, the Transactions) that has caused or could cause the impairment of such status, other than any such impairment which would not have an EMI Material Adverse Effect. (b) No Each EMI Employee Plan is a Multiemployer Plan has been maintained in substantial compliance with its terms and since January 1with the requirements prescribed by any and all applicable statutes, 2002orders, neither Sellerrules and regulations, FGWLAincluding any applicable requirements of any relevant regulatory or fiscal body, except for such failures to so comply as individually or in the aggregate would not have an EMI Material Adverse Effect. (c) As of December 31, 1999, the Seller Subsidiaries nor aggregate unfunded liability of EMI and its Affiliates in respect of all EMI Employee Plans computed using reasonable actuarial assumptions and determined as if all benefits under such plans were vested and payable as of such date, and disregarding any ERISA Affiliate has had such liabilities to the extent funded or for which adequate reserves or provisions shall have been made, would not have an EMI Material Adverse Effect. (d) No amounts are or might be payable to or in respect of any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is by any of the EMI Contributed Entities as a “multiple employer plan” described in Section 4063 direct or indirect result of ERISA. There is no amount or payment arising from or in connection with any the termination of that Employee Plan, including or the termination of participation in the plan by any Seller Title IV Plan but excluding any Seller Subsidiary PlanEMI Contributed Entity, with respect to which Purchaser is and no amounts would or will might be liable payable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA such plan by the Ventures or any of their ERISA Affiliates. No funding waiver Affiliates as a result of the Transactions contemplated by this Agreement, except for such amounts as would not have an EMI Material Adverse Effect. (e) Except as disclosed on Schedule 4.17, (i) there has been requested under section 412 no amendment to, written interpretation of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” or announcement (within the meaning of section 4975 of the Code whether written or section 406 of ERISAnot written) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser by EMI or any of its Affiliates (including without limitation relating to, or change in employee participation or coverage under, any EMI Employee Plan which would increase materially the Seller Subsidiaries as expense of and following maintaining such EMI Employee Plan above the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy level of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with expense incurred in respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, thereof for the most recent determination letter from the Internal Revenue Service, fiscal year and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) employee of the Code is so qualifiedEMI Music Business will become entitled to any payment, the trusts maintained thereunder are exempt from taxation under section 501(a) benefit or right in respect of his employment or termination thereof or enhanced such payment, benefit or right as a result of the CodeTransactions contemplated hereby, and no condition exists other employee of EMI will become entitled to any payment, benefit or right affecting the business or assets of the EMI Music Business as a result of the Transactions contemplated hereby, in any case under clause (i) or (ii) involving an amount or value that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimhave an EMI Material Adverse Effect.

Employee Plans. (a) Schedule 4.17(a) contains a list Effective as of the Closing Date, the Seller shall take all necessary action under each of the Employee Plans to provide that those of Seller's employees who as of the Closing Date are participants therein, shall, pursuant to the terms of the applicable Employee Plan, receive from such Employee Plan, at the time or times provided thereunder, the benefits to which they are entitled through the Closing Date under the provisions of the applicable Employee Plan. Seller The Buyer shall not have any liability or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable). (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor obligation of any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability kind whatsoever with respect to a Multiemployer Plan. No the Employee Plan is a “multiple employer plan” described Plans, including without limitation, for benefits to which participants thereunder or their beneficiaries or dependents may be entitled, whether such benefits accrue before, on or after the Closing Date (other than accrued vacation benefits as set forth in Section 4063 1.3(a) and except that Buyer shall assume United Health Care Policy #213612 (the "Health Insurance Plan") if permitted by the insurer thereunder, shall be responsible for all liabilities arising under the continuation coverage requirements of ERISASection 4980B of the Code and Section 601 of ERISA ("COBRA") with respect to all employees (or any beneficiary or dependent of any of such employees) who, as of the Closing Date, have exercised or are eligible to exercise their right to such continuation coverage, and shall provide such health care coverage under the Health Insurance Plan to ▇▇▇▇▇▇ ▇. There is ▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ Gitttings and ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ for no amount more than 3 months, if and to the extent permitted by the insurer thereunder) at the expense of Stockholder. The exclusion of liabilities and obligations of the Buyer as set forth in the preceding sentence includes any and all liabilities or payment arising obligations to any party whomsoever, including without limitation, participants under the Employee Plans and their beneficiaries and dependents, the Internal Revenue Service, the PBGC, any other government authority and any collective bargaining unit which at any time represents any of the Seller's present or former employees. The Stockholder and the Seller hereby jointly and severally agree to indemnify and hold the Buyer and its successors in interest harmless from and against any and all losses, liabilities, claims, demands, judgments, expenses (including legal fees and expenses, but excluding premiums under the Health Insurance Plan), causes of action or suits which arise against the Buyer or any successors in interest in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is . On or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect prior to the two most recently completed Closing Date, Buyer shall establish a plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a401(k) of the Code is so qualified, for the trusts maintained thereunder are exempt from taxation under section 501(a) benefit of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimhired employees.

Employee Plans. (a) Schedule 4.17(a) contains Except as described in Section 5.05 hereof, set forth in Data Room Index is a complete and correct list of each all Employee PlanPlans maintained or contributed to by the GC Entities or any ERISA Affiliate or pursuant to which the GC Entities or any ERISA Affiliate may have any Liability or covering employees or former or retired employees of the GC Entities ("EMPLOYEES") with respect to their employment with the GC Entities. Seller or FGWLA has made availableExcept as disclosed in Data Room Index, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan is in writing and true and complete copies of the following items relating to each Employee Plan, where applicable, have heretofore been furnished or made available to Purchasers: (i) the Employee Plan and any trust, custodial or other funding agreement, including all amendments thereto: (ii) the three most recent actuarial reports and annual reports filed with any relevant Governmental or Regulatory Authority for the three (3) most recent plan years; (iii) the most recent summary plan description for each description, summary of material modifications to such summary plan descriptions and all material Employee communications relating to such Employee Plan Plans distributed within the last 12 months; and (if applicable)iv) the most recent custodian or trustee reports or other financial statement for funded Employee Plans. (b) No oral or written promise, commitment or representation has been made by any GC Entity (i) to amend any of the Employee Plans or to provide increased benefits thereunder to any of the GC Entities' present or former employees, independent contractors, directors, officers or shareholders, except pursuant to the requirements, if any, of the Employee Plans, any collective bargaining agreements or as otherwise provided in this Agreement or the Plan, (ii) to establish any new Employee Plan is a Multiemployer or (iii) to fund or continue any Employee Plan and since January 1beyond the Effective Date. To the Seller's Knowledge, 2002, neither Seller, FGWLA, each Employee Plan can be terminated on or immediately after the Seller Subsidiaries nor Effective Date without making any ERISA Affiliate has had any obligation additional contribution to contribute to, or has incurred any withdrawal liability such Employee Plan other than normal contributions with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within 2002 plan year prorated through the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing)Effective Date. (c) Except as set forth Each Employee Plan has been maintained, operated and administered in Schedule 4.17(c)compliance with its terms and all related documents or agreements and in compliance with all applicable Laws, except where the failure to comply would not have a Material Adverse Effect. Each Employee Plan that is an "employee pension benefit plan" within the meaning of ERISA Section 3(2) is a qualified plan under Tax Code Section 401, and nothing has occurred with respect to Seller Subsidiary Plans: (i) such plan that would cause the loss of such qualification. Without limiting the foregoing, the Seller has provided amended the GC Companies, Inc. Retirement Plan (effective December 16, 1993) and the GC Companies, Inc. 401(k) Savings Plan (Amended and Restated effective September 1, 1999) to comply with the statutory changes applicable thereto known as "GUST" and shall has submitted the plans to the IRS for favorable determination letters. Any non-compliance or has caused the Seller Subsidiaries failure properly to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary administer a Plan is funded through a or related trust or fund has not exposed such Employee Plan or related trust or fund or any third party funding vehicleGC Entity, a copy nor would it be reasonably likely to result in any exposure of the Purchasers or the GC Entities, to any Taxes, penalties or Liabilities to any Person or expose the Employee Plan to disqualification of the trust or other funding agreement and fund or to loss of tax exempt status. (d) There have been, as of the latest financial statements thereofEffective Date, (B) where applicableno prohibited transactions as described in Tax Code Section 4975 or Title I, Forms 5500 Part 4 of ERISA involving any Employee Plan. The Seller is not aware of any facts or circumstances that could give rise to any Tax imposed by Tax Code Section 4975 with respect to the two most recently completed plan yearsany Employee Plan. There is no pending or, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; threatened claim (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation course), assessment, complaint, proceeding or investigation of Seller Subsidiary Plansany kind before any Governmental or Regulatory Authority with respect to any Employee Plan. (e) All insurance premiums required with respect to any Employee Plan up to the Effective Date have been or shall be paid on or prior to the Effective Date and, and with respect to any such insurance policy, there shall be no condition exists which would reasonably be expected to result Liability of any of the GC Entities in the assertion nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events occurring prior to the Effective Date. (f) All benefits, expenses and other amounts due and payable to or under any such claimEmployee Plan on or prior to the Effective Date and all contributions (including Employee contributions), transfers or payments required to be made to any Employee Plan on or prior to the Effective Date, have been paid or shall be paid prior to the Effective Date. (g) No Employee Plan provides benefits, including without limitation death or medical benefits, beyond termination of service or retirement other than (i) coverage mandated by Law or (ii) as disclosed in Data Room Index. (h) Except as disclosed in Data Room Index, no GC Entity maintains or participates in, nor is obligated to contribute to, nor has ever maintained or participated in, nor been obligated to contribute to, any "MULTIEMPLOYER PLAN" within the meaning of Section 3(37) of ERISA or any "defined benefit pension plan" within the meaning of ERISA Section 3(35). (i) The Audited Domestic Financial Statements fully and accurately reflect all unfunded Liability under, in connection with or relating to the Employee Plans.

Employee Plans. 72 43126503 v1 (a) Schedule 4.17(aFrom and after the Purchase Effective Time, the NORCAL Benefit Plans in effect as of the date of this Agreement and at the Purchase Effective Time shall remain in effect with respect to the current and former employees of NORCAL and the NORCAL Subsidiaries (the “NORCAL Employees”) contains covered by such NORCAL Benefit Plans at the Purchase Effective Time, until such time as PRA shall otherwise determine. PRA agrees that it will honor all NORCAL Benefit Plans in accordance with their terms as in effect at the Purchase Effective Time, subject to any amendment or termination thereof that may be required or permitted by the plans or Applicable Law. PRA will review all NORCAL Benefit Plans to determine whether to maintain, terminate or continue such plans; provided, however, that PRA will not amend or terminate a list NORCAL Benefit Plan with an effective amendment or termination date prior to January 1, 2021, will not amend or terminate the Medi-Gap Health Coverage for Officers or other retiree medical benefit arrangements for retirees or officers receiving such post-retirement medical benefit arrangements immediately prior to Closing (provided, however, that for purposes of each Employee Plan. Seller clarity, nothing in this Section 8.10 shall obligate PRA or FGWLA NORCAL (following the Closing) to continue to offer Medi-Gap Health Coverage to any officers or other retirees who are not receiving or eligible to receive such benefits as of the Closing Date), and will not stop payment on bonus or incentive compensation that (1) is earned for calendar year 2020 pursuant to a formal written incentive plan that has made availablebeen disclosed to PRA and (2) has not been paid prior to January 1, 2021, other than as may be required by Applicable Law; provided that in any event no incentive compensation described herein shall be due or payable to any NORCAL employee who is not an employee of PRA, NORCAL, or has caused a NORCAL Subsidiary at the Seller time such compensation ordinarily would be paid in March 2021. In the event employee compensation and/or benefits as currently provided by NORCAL or any NORCAL Subsidiary are changed or terminated by PRA, in whole or in part, PRA shall provide any NORCAL Employees who continue in employment with PRA or any of its Subsidiaries (“Continuing Employees”) with compensation and benefits that are, in the aggregate, substantially similar to make availablethe compensation and benefits provided to similarly situated employees of PRA or applicable PRA Subsidiary (as of the date any such compensation or benefit is provided). In the event of any termination of any NORCAL health plan, or consolidation of any health plan with any PRA health plan, any coverage limitation under the PRA health plan due to Purchaser any pre-existing condition shall be waived by the PRA health plan documents or other writing constituting each to the degree that such Employee Plan condition was covered by the NORCAL health plan and such condition would otherwise have been covered by the summary PRA health plan description in the absence of such coverage limitation. All NORCAL employees who cease participating in a NORCAL health plan and become participants in a comparable PRA health plan during any plan year shall receive credit toward the applicable deductible under the PRA health plan for each any amounts paid by the employee under NORCAL’s health plan during the applicable plan year, upon substantiation, in a form satisfactory to PRA, that such Employee Plan (if applicable)payments have been made. (b) No Employees of NORCAL or any NORCAL Subsidiary who become participants in an Employee Plan is a Multiemployer Plan of PRA shall, for purposes of determining eligibility for and since January 1for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes unless specifically set forth herein) be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of NORCAL or any predecessor thereto prior to the Purchase Effective Time; provided, 2002however, neither Seller, FGWLA, that credit for benefit accrual purposes will be given only for purposes of PRA vacation policies or programs. In the Seller Subsidiaries nor event of any ERISA Affiliate has had termination or consolidation of any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection NORCAL health plan with any Employee PlanPRA health plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing).PRA shall 73 43126503 v1 (c) Except Nothing in this Section 8.10 shall be interpreted as preventing PRA from terminating the employment of any individual or from amending, modifying or terminating any Employee Plans of PRA, or any NORCAL Benefit Plans, or any benefits under any Employee Plans of PRA or any NORCAL Benefit Plans, or any other contracts, arrangements, commitments or understandings, in accordance with their terms and Applicable Law. (d) The parties agree that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any employee of NORCAL or any of the NORCAL Subsidiaries, including for purposes of any benefit or compensation arrangement, plan, policy, contract or practice that provides for separation, termination or severance benefits. The parties further agree that the employment of each employee of NORCAL and the NORCAL Subsidiaries who was such an employee immediately prior to the Closing shall continue, uninterrupted, immediately after the Closing; provided, however, that this Section 8.10(d) shall not apply to executives or other employees of NORCAL or a NORCAL Subsidiary if the executive or employee is a party to an agreement that provides certain benefits upon a change in control of NORCAL that occurs upon Closing. The rights and obligations set forth in Schedule 4.17(cthis Section 8.10(d) shall inure solely to the benefit of the parties hereto and shall not create any rights in any employee as a third-party beneficiary. (e) Except as described in Section 8.10(d), if within the first ninety (90) days of the Closing Date (the “Post-Closing Employment Period”) PRA terminates without cause the employment of an employee who was employed by NORCAL or any NORCAL Subsidiary immediately prior to the Closing, PRA shall pay and/or provide to such terminated employee compensation and benefits to which such employee was entitled for a period equal to the number of days remaining in the Post-Closing Employment Period from the date of such termination (the “Post-Closing Severance”); provided, however, that if such terminated employee is eligible to receive severance in accordance with respect to Seller Subsidiary Plans: the severance plan set forth in Section 8.10(e) of the NORCAL Disclosure Schedule (the “NORCAL/PRA Severance Plan”), such terminated employee shall receive severance in accordance with the NORCAL/PRA Severance Plan and shall not receive any Post-Closing Severance if the NORCAL/PRA Severance Plan provides greater benefits than the Post-Closing Severance. Notwithstanding the foregoing, (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan nothing herein is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of prevent the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor termination of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates employee for misconduct and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.PRA shall 74 43126503 v1

Employee Plans. (a) Schedule 4.17(a) 5.21 contains a complete and correct list of all Employee Benefit Plans. Seller has no agreement, arrangement or commitment, whether formal or informal, whether written or unwritten, to create any additional employee benefit plan, fund, policy, program, contract, arrangement or payroll practice or to modify or amend any existing Employee Benefit Plan. The terms of each Employee Plan. Benefit Plan permit Seller to amend or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each terminate such Employee Benefit Plan at any time and the summary plan description for each such Employee Plan (if applicable)any reason without penalty or cost. (b) No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan. No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA. There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of their ERISA Affiliates. No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan. There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing). (c) Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans: (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with With respect to each Seller Subsidiary Employee Benefit Plan, such Employee Benefit Plan is, and at all times since inception has been, maintained, administered, operated and funded in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, and all requirements prescribed thereby. Each Employee Benefit Plan that is intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is is, and at all times since inception has been, so qualifiedqualified and its related trust is, the trusts maintained thereunder are and at all times since inception has been, exempt from taxation under section Section 501(a) of the Code, and each such Employee Benefit Plan is the subject of an unrevoked favorable determination letter from the IRS to that effect. Nothing has occurred, and no condition exists circumstances exist, or are reasonably expected by the Seller to occur, that would reasonably be expected could cause such Employee Benefit Plan to adversely affect such qualifications; (v) the execution and the delivery of this Agreement lose its tax-qualified status or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or that could cause the accelerated vesting of benefits IRS to revoke the most recent determination letter issued with respect to such Employee Benefit Plan or payments under any Seller Subsidiary Plan; or such Employee Benefit Plan to otherwise lose their ability to rely on such determination letter. (vic) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Each Employee Benefit Plan that constitutes a “non-qualified deferred compensation "group health plan” ," as defined in Section 607(1) or 733(a)(1) of ERISA or Section 4980B(g)(2) of the Code, has been maintained, administered and operated at all times since its inception in compliance with the requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA, Section 4980B(f) of the Code, any regulations under such ERISA and Code sections and any other applicable laws regarding the provision or continuation of health insurance coverage or other welfare benefits (within the meaning of section 409A(d)(1Section 3(1) of ERISA). (d) Seller is not, and never has been, a member of (i) a controlled group of corporations, within the meaning of Section 414(b) of the Code has been operated in good faith compliance with section 409A Code, (ii) a group of trades or businesses under common control, within the meaning of Section 414(c) of the Code Code, (iii) an affiliated service group, within the meaning of Section 414(m) of the Code, or (iv) any other group of persons, organizations or entities that is treated as a single employer under Section 414(o) of the Code. (e) Seller does not maintain or contribute to, and never has maintained or contributed to (or been obligated to contribute to), any multiemployer plan within the guidance issued thereunder; meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code, any multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, or any employee benefit plan, fund, program, contract or arrangement that is subject to Title IV of ERISA. (viiif) Except as provided on Schedule 5.21, neither Seller nor any Seller Subsidiary Employee Benefit Plan provides or has incurred any liability for obligation to provide (or contribute toward the cost of) any excisehealth, income life insurance or other taxes or penalties welfare benefits (within the meaning of Section 3(1) of ERISA) with respect to any current or former officer, employee, agent, director or independent contractor of Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan other entity beyond such individual's retirement or other persons, termination of service (other than claims for benefits made in continuation coverage mandated by Sections 601 through 608 of ERISA or Section 4980B(f) of the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claimCode).