ERISA. (a) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in [Section 406] of ERISA or Section 4975 of the Code) involving any Plan, # any unpaid and past due “minimum required contribution” (as defined in [Section 303] of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of [[Organization A:Organization]] or any other member of the Controlled Group, # a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required [[Organization B:Organization]], likely to result in the termination of such Plan for purposes of Title IV of ERISA, # any other member of the Plan shall terminate for purposes of Title IV of ERISA, # [[Organization A:Organization]] or any other member of the Controlled Group shall, or in the reasonable opinion of the Required [[Organization B:Organization]] is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan or # any other event or condition shall occur or exist with respect to a Plan; and in each case referred to in [clauses (a) through (f) above], such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect.

promptly following any request therefor, copies of # any documents described in [Section 101(k)] of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and # any notices described in [Section 101(l)] of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the Borrower or its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

promptly within five (5) Business Days after any request therefor by the Administrative Agent or any Lender, copies of # any documents described in [Section 101(k)(1)] of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and # any notices described in [Section 101(l)(1)] of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if a Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

of all notices received by the Loan Parties and any of their respective ERISA Affiliates from a Multiemployer Plan concerning an ERISA Event that could reasonably be anticipated to have a Material Adverse Effect and provide copies of such notices; and

ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance would not reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standard under the Pension Funding Rules in respect of any Plan, # failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSW

ERISA Event. An ERISA Event has occurred that would reasonably be expected to result in liability to Borrowers or Guarantors of more than $10,000,000;

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and the Borrowers and all applicable ERISA Affiliates have performed in all material respects their obligations with respect to each Plan. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and each trust related to such plan has been determined to be exempt under 501(a) of the Code and, to the knowledge of the Loan Parties, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 or 430 of the Code (except where such would not result in material liability), and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code or [Section 303] of ERISA has been made with respect to any Plan.

ERISA Compliance. Except as would not have a Material Adverse Change, # neither # a non-exempt “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), or in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), nor # a failure to satisfy the minimum funding standard under Section 412 of the Code or 302 of ERISA, whether or not waived, nor # any of the events set forth in [Section 4043(c)] of ERISA or the regulations issued thereunder (other than events with respect to which the 30-day notice requirement under [Section 4043] of ERISA has been waived by regulation) has occurred, exists or is reasonably expected to occur with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA), other than a “multiemployer plan” (as defined in [Section 4001(a)(3)] of ERISA) which the Company or any of its subsidiaries maintains, contributes to or has any obligation to contribute to, or with respect to which the Company or any of its subsidiaries has any liability, direct or indirect, contingent or otherwise (a “Plan”); # each Plan is in compliance in all respects with applicable law, including ERISA and the Code; # none of the Company or any of its subsidiaries has incurred or expects to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any Plan (including under [Section 4062(e)] of ERISA) or “multiemployer plan” (as defined in [Section 4001(a)(3)] of ERISA), nor does the Company or any of its subsidiaries have any potential withdrawal liability arising from a transaction described in [Section 4204] of ERISA; and # with respect to each Plan that is intended to be qualified under Section 401(a) of the Code, the sponsor of such Plan (or, if applicable, the sponsor of the prototype or volume submitter plan upon which such Plan is based) has received a determination letter or opinion letter from the Internal Revenue Service to the effect that the form of such plan is qualified under Section 401(a) of the Code, and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which could reasonably be expected to cause the loss of such qualification.

ERISA Indemnification. ​ shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each Indemnified Person from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in ​’s sole discretion) that ​ may incur, directly or indirectly, as a result of a default under the ERISA Provisions.

ERISA Reports. Promptly after the receipt thereof, copies of all notices which any Borrower or ERISA Affiliate receives from the PBGC, the IRS, or the U.S. Department of Labor under ERISA; as soon as possible and in any event within five (5) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Plan, a certificate of the chief financial officer of Borrower setting forth the details as to such ERISA Event or Prohibited Transaction and the action that Borrower proposes to take with respect thereto; annually, copies of the notice described in Section 101(f) of ERISA that Borrower or ERISA Affiliate receives with respect to a Plan or Multiemployer Plan;