IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

Compliance with ERISA and the IRC. In addition to and without limiting the generality of [Section 5.8], Parent shall, and shall cause each of its Restricted Subsidiaries to, except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, # comply with applicable provisions of ERISA and the IRC with respect to all Employee Benefit Plans, # without the prior written consent of Agent and the Required Lenders, not take any action or fail to take action the result of which could result in a Loan Party or ERISA Affiliate incurring a liability to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), # allow any failure to comply with applicable law or the terms of any Employee Benefit Plan to exist with respect to one or more Employee Benefit Plans that, in the aggregate, reasonably could be expected to result in a Material Adverse Effect, # not participate in any prohibited transaction that could result in a civil penalty excise tax, fiduciary liability or correction obligation for violating ERISA or the IRC, # operate each Employee Benefit Plan in such a manner that will not incur any tax liability under the IRC (including [Section 4980B] of the IRC), and # furnish to Agent within a reasonable period of time after Agent’s written request such additional information about any Employee Benefit Plan for which any Loan Party could reasonably expect to incur any liability. With respect to each Pension Plan (other than a Multiemployer Plan) except as could not reasonably be expected to result in a Material Adverse Effect, the Loan Parties and the ERISA Affiliates shall # satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of the IRC and of ERISA, and # pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.

It is the intent of the Company that the Plan comply fully with and meet all the applicable requirements of IRC [Section 162(m)] and the regulations thereunder with respect to Bonuses. If any provision of the Plan or if the award of a Bonus would otherwise conflict with the intent expressed in this [Section 14], that provision, to the extent possible, shall be interpreted so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Covered Employees. Nothing herein shall be interpreted to preclude a Participant who is or may be a Covered Employee form receiving any remuneration from the Company that is awarded not pursuant to the Plan or does not comply with IRC [Section 162(m)].

Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, each Employee Benefit Plan is, and has been, maintained in compliance with ERISA, the IRC, all applicable laws and the terms of each such Employee Benefit Plan.

The Plan and all Bonuses granted hereunder are intended to comply with, or otherwise be exempt from, IRC Section 409A. The Plan and all Bonuses shall be administered, interpreted, and construed in a manner consistent with IRC Section 409A or an exemption therefrom. Should any provision of the Plan, any Bonus hereunder, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of IRC Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, IRC Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation or tax penalties under IRC Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s Termination date (or death, if earlier). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with IRC Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with IRC Section 409A.

By including amounts deferred but not refunded under a cafeteria plan, as such term is defined in [section 125(c)] of the IRC and under a plan, including this Plan, qualified under [section 401(k)] of the IRC, and amounts excludable from a Member’s gross income under [section 132(f)(4)] of the IRC.

This Plan is intended to comply with the Internal Revenue Code and specifically IRC 409A and shall in all respects be administered in accordance with its rules. Distributions may only be made under the Plan upon an event and in a manner permitted under IRC [Section 409A]. All payments made upon termination of service or retirement under this Plan may only be made upon a “separation of service” under IRC Section 409A. All deferral elections shall be consistent with permissible elections under IRC Section 409A.

Effective with respect to an Eligible Rollover Distribution made after ​, an Eligible Retirement Plan is an individual retirement account described in [section 408(a)] of the IRC; an individual retirement annuity described in [section 408(b)] of the IRC; an annuity plan described in [section 403(a)] of the IRC; an annuity contract described in [Section 403(b)] of the IRC; an eligible plan under [Section 457(b)] of the IRC maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, that agrees to account separately for the Eligible Rollover Distribution; or a qualified trust described in [section 401(a)] of the IRC that accepts the Distributee’s Eligible Rollover Distribution. With respect to the portion of an Eligible Rollover Distribution that is not includible in gross income (if it were paid to the Distributee), an “Eligible Retirement Plan” is limited to a qualified trust described in [section 401(a)] of the IRC, or an annuity contract described in [section 403(b)] of the IRC, that agrees to account separately for the portion which is includible in gross income and the portion which is not so includible, or an individual retirement account or annuity described in [[section 408(a) or 408(b)])]])] of the IRC. Effective with respect to an Eligible Rollover Distribution made on or after ​ to a Beneficiary who is not the Employee’s or former Employee’s surviving spouse, an “Eligible Retirement Plan” is limited to an individual retirement account or annuity described in [[section 408(a) or 408(b)])]])] of the IRC established for the purpose of receiving the Eligible Rollover Distribution on behalf of such Beneficiary and that agrees to be treated as an inherited individual retirement account or annuity within the meaning of [section 402(c)(11)] of the IRC. Effective with respect to an Eligible Rollover Distribution made after ​, “Eligible Retirement Plan” also includes a Roth IRA described in [section 408A] of the IRC.

“CFC” means a controlled foreign corporation (as that term is defined in the IRC) in which any Loan Party is a “United States shareholder” within the meaning of [Section 951(b)] of the IRC.

Compliance. ​ and the Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. ​ is not (and ​ has not received any notice that it is) in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by ​ or any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of ​’s obligations under any of the Loan Documents. The land use and zoning regulations which are in effect for the Land permit the construction of the Improvements thereon on an as‑of‑right basis and no variance, conditional use permit, special use permit or other similar approval is required for such construction or (subject to obtaining a certificate of occupancy for the Improvements) the use of the Improvements as currently used and as described in the definition of “Improvements” and contemplated by the Plans and Specifications.