Benefit of Certain Provisions. Each Borrower agrees that each Participant shall be deemed to have the right of setoff provided in [Section 12.1] in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents; provided, that each Lender shall retain the right of setoff provided in [Section 12.1] with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in [Section 12.1], agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with [Section 12.2] as if each Participant were a Lender. Each Borrower further agrees that each Participant shall be entitled to the benefits of [Section 2.14(E)], Article IV and [Section 10.7] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to [Section 13.3]; provided, that # a Participant shall not be entitled to receive any greater payment under [Section 2.14(E)], Article IV or [Section 10.7] than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Company and # any Participant agrees to comply with the provisions of [Section 2.14(E)] and Article IV to the same extent as if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Revolving Credit Obligations, Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Credit Obligations, Term Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Revolving Credit Obligations, Term Loan or other obligation is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Breach of Certain Provisions. Failure of the Borrower to perform or comply with any term or condition contained in [Sections 6.1(f), 6.3 or 8.1]1]1], or in Article VII; or

Continuation of Certain Provisions. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

Survival of Certain Provisions. Wherever appropriate to the intention of the Parties, the respective rights and obligations of the Parties hereunder shall survive any termination or expiration of this Agreement.

Benefit. All the terms and provisions of this Warrant shall be binding upon and inure to the benefit of and be enforceable by the parties herein, and their respective successors and permitted assigns.

Liability with Respect to Certain Benefit Obligations. Other than in respect of such liabilities under the payroll and benefits items and arrangements set forth on [Schedule 4.9(b)], and subject to the reimbursement of any such liabilities by the Partnership in accordance with past practice between Buyer and Seller, Seller shall retain all liabilities under its employee benefits plans and other employee benefit arrangements, with respect to any amounts payable or benefits to be provided to any of the Prospective Employees or beneficiaries thereof for payments, services, benefits, materials or supplies incurred, provided or received thereunder by any of the Prospective Employees or beneficiaries thereof at any time before the Closing Date. For avoidance of doubt, seller shall not have any liability for employee benefits that have been or are incurred directly by the Partnership or are reflected or accrued on the Partnership’s financial statements on the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred, provided or received as follows: # life, accidental death and dismemberment, and business travel accident insurance benefits, upon the death or accident giving rise to such benefits, # health, dental and/or prescription drugs benefits, upon provision of such services, materials or supplies, # in the case of long-term disability benefits, the later of when the disability is determined to have occurred or when the employee ceases active employment as a result of the disability and # in the case of workers’ compensation, when the event giving rise to such claim arises. As of Closing, Seller shall have satisfied in full all amounts then owing to the Prospective Employees under applicable Laws and Seller’s employee benefits plans and other employee benefit arrangements as a result of the transactions contemplated by this Agreement, other than such liabilities under the payroll and benefits items and arrangements set forth on [Schedule 4.9(b)]. Buyer shall have no liability obligations with respect to the [[Seller Parent:Organization]] defined benefit pension plan with respect to the Prospective Employees or any other employees of the Seller or its Affiliates at any time. Prior to the Closing Date, Seller shall vest, or cause one of its Affiliates to vest, all amounts allocated to [Section 401(k)] accounts maintained for the benefit of the Prospective Employees under the [[Seller Parent:Organization]] Savings Plan.

Benefit Plans. Except as would not reasonably be expected to be material to the Company Group, considered as one enterprise, all Benefit Plans have been operated, maintained, funded and administered in compliance in all material respects with their respective terms and all applicable laws, including ERISA and the Code, and no Benefit Plan has any unfunded or underfunded liabilities. There are no pending, or to the knowledge of the Company Group, threatened material claims by or on behalf of any Benefit Plan, by any employee or beneficiary covered under any such Benefit Plan, or otherwise involving any such Benefit Plan (other than routine claims for benefits). No member of the Company Group nor any of their respective ERISA Affiliates sponsors, maintains, contributes to or has any liability, contingent or otherwise, with respect to, or has ever sponsored, maintained, contributed to or had any liability, contingent or otherwise, with respect to, any defined benefit pension plan subject to Title IV or [Section 302] of ERISA or Section 412 of the Code, a “multiemployer plan” (as defined in [Section 4001(a)(3)] of ERISA) or a “multiple employer plan” (within the meaning of Section 412(c) of the Code). No member of the Company Group has any liability, contingent or otherwise, to provide any post-retirement life, health or welfare benefits, other than liability for continuation coverage described in Part 6 of Title I of ERISA or similar applicable state laws. No Benefit Plan is a “non-qualified deferred compensation plan” subject to Section 409A of the Code. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service as to such qualification and, to the knowledge of the Company Group, nothing has occurred, whether by action or failure to act, which would reasonably be expected to adversely affect such qualification. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated thereby (whether alone or in conjunction with a subsequent event) will entitle any employee or other service provider of the Company Group to any compensatory payment or benefit, increase the amount of any compensatory payment or benefit, accelerate the time of payment or vesting or result in the funding of any compensatory payment or benefit, or result in any loan forgiveness. No member of the Company Group has any obligation to pay any tax gross-up or similar payments.

Benefit Plans. The Company is not a party to any benefit plan under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company.

Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies, and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, executive medical, annual executive physical, prescription, dental, vision, short-term disability, long-term disability, executive long-term disability, salary continuance, employee life, group life, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies, and programs in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.

Benefit Plans. During the Employment Term, the Executive shall be eligible to participate in all retirement and employment benefit plans and programs of the Company that are generally available to senior executives of the Company. Executive may also receive long term incentive grants pursuant to the Company’s long-term incentive program(s). Such participation shall be pursuant to the terms and conditions of such plans and programs, as the same shall be amended from time to time. Except as otherwise provided herein, the Executive shall be entitled to receive relocation benefits consistent with the Company’s policy in effect from time to time with adjustments as approved by a representative of the Compensation Committee.