Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) Each Plan complies with, and has been operated in accordance with, all applicable laws, including ERISA and the Code, and the terms of such Plan; # any Plan intended by a Loan Party or a Subsidiary to be qualified under Section 401 of the Code is so qualified and # no Loan Party nor any Subsidiary has any liability for any damages, fines, penalties, excise taxes or other similar amounts with respect to any Plan.

ERISA Matters. Promptly notify Administrative Agent of # the occurrence of any Reportable Event which might result in the termination by the Pension Benefit Guaranty Corporation (the “PBGC”) of any employee benefit plan subject to Title IV of ERISA ("Plan") covering any officers or employees of a Loan Party or any Subsidiary, any benefits of which are, or are required to be, guaranteed by the PBGC, # receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, # its intention to terminate or withdraw from any Plan, # the receipt of any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, or # the receipt of any notice from a Governmental Authority that any Plan intended to be qualified under Section 401 of the Code is not so qualified or that damages, fines, excise taxes, or penalties may be imposed on any Loan Party with respect to a Plan.

ERISA Matters. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower will not # knowingly engage or permit any ERISA Affiliate to engage in any transaction that is a prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code with respect to a Pension Plan for an ERISA Affiliate for which an exemption is not available or has not previously been obtained from the United States Department of Labor, # knowingly permit to exist any accumulated funding deficiency, as defined in [Section 302(a)] of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Pension Plan of an ERISA Affiliate, # fail to make or knowingly permit any ERISA Affiliate to fail to make, any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, # terminate any Pension Plan of an ERISA Affiliate, or # knowingly permit to exist any occurrence of any Reportable Event with respect to a Pension Plan of an ERISA Affiliate.

ERISA Matters. (i) Set forth on [Schedule 4.01(w)] hereto is a complete and accurate list of all Plans and Welfare Plans.

ERISA Matters. The Borrower will not incur or permit to exist an ERISA Event.

Each Lender # represents and warrants, as of the Tenth Amendment Effective Date or the later date such Person became a Lender party hereto, as applicable, to, and # covenants, from the Tenth Amendment Effective Date or the later date such Person became a Lender party hereto, as applicable, to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

ERISA Matters. The Borrower will not # assuming that no portion of the Loans are funded or held with Plan Assets, engage or permit any ERISA Affiliate to engage in any prohibited transaction under ERISA or the Code for which an exemption is not available, or has not previously been obtained from the United States Department of Labor, # fail, or permit any ERISA Affiliate to fail, to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived, # file, or permit any ERISA Affiliate to file, an application for a waiver of the minimum funding standard pursuant to Section 412(c) of the Code or [Section 303(c)] of ERISA with respect to any Pension Plan, # incur, or permit any ERISA Affiliate to incur, any liability under Title IV of ERISA with respect to the termination of any Pension Plan, # fail, or permit any ERISA Affiliate to fail, to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto or incur a complete or partial withdrawal under ERISA by such Multiemployer Plan, # terminate any Pension Plan so as to result in any liability, # permit to exist any occurrence of any “Reportable Event” described in Title IV of ERISA or # permit the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, upon the Borrower or any ERISA Affiliate.

ERISA Matters. The Borrower will not # assuming that no portion of the Loans are funded or held with Plan Assets, engage or permit any ERISA Affiliate to engage in any prohibited transaction under ERISA or the Code for which an exemption is not available, or has not previously been obtained from the United States Department of Labor, # fail, or permit any ERISA Affiliate to fail, to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived, # file, or permit any ERISA Affiliate to file, an application for a waiver of the minimum funding standard pursuant to Section 412(c) of the Code or [Section 303(c)] of ERISA with respect to any Pension Plan, # incur, or permit any ERISA Affiliate to incur, any liability under Title IV of ERISA with respect to the termination of any Pension Plan, # fail, or permit any ERISA Affiliate to fail, to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto or incur a complete or partial withdrawal under ERISA by such Multiemployer Plan, # terminate any Pension Plan so as to result in any liability, # permit to exist any occurrence of any “Reportable Event” described in Title IV of ERISA or # permit the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, upon the Borrower or any ERISA Affiliate.

ERISA Matters. Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower shall not # fail to meet the minimum funding standard set forth in [Sections 302(a) and 303]3] of ERISA and [Sections 412(a) and 430]0] of the Code with respect to any Pension Plan, # fail to make any payments to a Multiemployer Plan that the Borrower may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, # terminate any Pension Plan so as to result, directly or indirectly in any liability to the Borrower or # permit to exist any occurrence of any Reportable Event with respect to any Pension Plan.