Required Aggregation Group – # Each qualified plan of the employer in which at least one key employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and # any other qualified plan of the employer that enables a plan described in # to meet the requirements of Code sections 401(a)(4) or 410.

Any other provision of the Plan notwithstanding, this Article 18 shall apply to any Plan Year in which the Plan is a Top-Heavy Plan. The Plan shall be considered a “Top-Heavy Plan” for a Plan Year if, as of the Determination Date for such Plan Year, the Top-Heavy Ratio for the Aggregation Group exceeds 60 percent.

If a Non-Key Employee # participates in this Plan and a defined benefit plan included in a Required Aggregation Group which is top heavy, # the Plan is a Top-Heavy Plan, and # a Key Employee is a Participant in both this Plan and a defined benefit plan included in a Required Aggregation Group which is top-heavy, such Non-Key Employee who is participating in this Plan and a defined benefit plan maintained by the Employer shall receive a minimum monthly accrued benefit in the defined benefit plan equal to the product of # one-twelfth (1/12th) of Annual 415 Compensation averaged over the five (5) consecutive Limitation Years (or actual Limitation Years, if less) which produce the highest average and # the lesser of # three percent (3%) multiplied by years of service when the plan is top-heavy or # thirty percent (30%).

Employee understands that the Company’s Confidential Information includes not only the individual categories of information identified in this Section 2, but also the compilation and/or aggregation of the Company’s information, which is and has been compiled/aggregated via significant effort and expense and which has value to the Company and to the Company’s employees as used in furtherance of the Company’s business.

Contributions considered under the first paragraph of this Section 11.3 will include Employer contributions under this Plan and under all other defined contribution plans required to be included in an Aggregation Group (as defined in [Section 11.7] below), but will not include Employer contributions under any plan required to be included in such aggregation group if the plan enables a defined benefit plan required to be included in such group to meet the requirements of the Code # prohibiting discrimination as to contributions in favor of employees who are officers, shareholders, or the highly compensated or # prescribing the minimum participation standards. If the highest rate allocated to a Key Employee for a year in which the Plan is top heavy is less than three percent (3%), amounts contributed as a result of a salary reduction agreement must be included in determining contributions made on behalf of Key Employees.

Required Aggregation Group means a group of plans consisting of # each plan of the Affiliated Companies in which a Key Employee participates during the plan year containing the Determination Date for such plan and # any other plan of the Affiliated Companies that enables any of such plans to satisfy the requirements of Code Sections 401(a)(4) or 410. Benefits under such plans shall be aggregated by adding together the present values of the accrued benefits (determined separately for such plan as of each plan’s Determination Date) and adding together the results for each plan as of the Determination Dates for such plans that fall within the same calendar year. If an Aggregation Group includes two or more defined benefit plans, the same actuarial assumptions will be used with respect to all such plans in accordance with IRS Regulation 1.416-1, T-26.

There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at anytime if the balance does not exceed the limit in [Section 402(g)(1)(B)] of the Code and results in the termination of the Participant's entire interest in the Plan and any other Employer plan subject to aggregation under Section 409A of the Code.

No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

GE shall make income maintenance payments to GE Capital, constituting additions to the pre-tax income of GE Capital, to the extent that such payments are necessary to cause the ratio of earnings to fixed charges of GE Capital and consolidated affiliates (determined on a consolidated basis and in accordance with present SEC regulations) to be not less than 1.10 for the period, as a single aggregation, of each GE Capital fiscal year commencing with the GE Capital fiscal year ending December 31, 1991; provided, however, that non-cash charges attributable to goodwill and intangibles shall be excluded from the calculation of such ratio.

If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the "determination date" has or has had any accrued benefits, the top-heavy ratio for any "required aggregation group" or "permissive aggregation group" as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with # above, and the "present value" of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the "determination date," and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with # above, and the "present value" of accrued benefits under the defined benefit plan or plans for all participants as of the "determination date," all determined in accordance with Code §416 and the Regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the top-heavy ratio are increased for any distribution of an accrued benefit made in the 1-year period ending on the "determination date" (5-year period ending on the "determination date" in the case of a distribution made for a reason other than severance from employment, deat h