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.

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

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

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 statements, representations, warranties, covenants and agreements in this Agreement will be binding on the parties hereto and will inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement will be construed to create any rights or obligations except between the Company and you, and no person or entity other than the Company will be regarded as a third‑party beneficiary of this Agreement.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

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. 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.

Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate, at a level commensurate with his position, in all benefit plans Employer presently has or hereafter adopts for its officers or employees, including (without limitation) directors and officers liability insurance, pension, profit sharing, stock option or any group life or health insurance, hospitalization or other similar plans, any eligibility or waiting periods to be waived to the extent feasible.

Benefit Plans. Except as otherwise set forth in this [Section 9.8], the Seller and its Affiliates shall retain all Liabilities in respect of any employee benefit plan of any kind or nature which any of them has sponsored, sponsors, has contributed to or contributes to, whether incurred on, prior to, or after the Closing Date. No assets or liabilities of any employee benefit plan shall be transferred to the Purchaser or any of its Affiliates or any employee benefit plan maintained by any of them except as specified in [Section 9.8]. All claims incurred by Transferred Employees or their covered dependents on or prior to the Closing Date under any employee benefit plan sponsored by any Seller or Seller Affiliate or to which any Seller or Seller Affiliate contributes shall be covered pursuant to the terms and conditions of such benefit plans. For purposes of this Agreement, # a claim for health benefits will be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the individual claiming such benefit, # a claim for sickness, accident or disability benefits based on an injury or illness occurring on or prior to the Closing Date will be deemed to have been incurred prior to the Closing Date and # in the case of any claim for benefits other than health, sickness, accident or disability benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurrence of the event giving rise to such claim.