No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent.

-4. An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Committee no later than the last day of the Plan Year for which the election is to be effective, and such election must be irrevocable. The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate in the Plan. The Eligible Employee or Participant may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was first effective.

[Section 1 of Schedule 4.9] contains a complete list of each Employee Benefit Plan as of the date of this Agreement. Except for liabilities set forth in [Section 2 of Schedule 4.9], the ​ does not have and has not had, any material liability, contingent or otherwise, with respect to any Employee Benefit Plan. Seller has made available to ​ in the Data Site true and complete copies of all material documents with respect to each Employee Benefit Plan.

Anything in this [Section 2.3(e)] to the contrary notwithstanding, if a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in [Section 2.3(g)].

Anything in this [Section 14.1] to the contrary notwithstanding, # any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, # any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by [Section 14.1(a)(i) through (iii)] that affect such Lender, # any amendment contemplated by [Section 2.12(d)(iii)] of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated by such [Section 2.12(d)(iii)] hereof and # any amendment contemplated by [Section 2.6(g)] of this Agreement in connection with the use or administration of Term SOFR shall be effective as contemplated by such [Section 2.6(g)];

Nothing in this [Section 14.6] shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the [[Subsidiary Guarantors:Organization]] may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Nothing in this [Section 9.20] will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

Nothing in this [Section 22.7] shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

-4 Vesting Notwithstanding anything in Section 4.2 to the contrary, [Schedule D.4] Participants shall be vested in their Retirement Contribution Accounts upon completing three years of Vesting Service. For this purpose, a “Year of Vesting Service” means a Plan Year in which the [Schedule D.4] Participant is credited with at least 1,000 Hours of Service. Service with HC and Affiliates shall be recognized for purposes of this Section D.4-4, including, but not limited to, service that occurred prior to the Effective Date, applying these rules as if HC and its affiliates at that time were Affiliates under the Plan. Notwithstanding the foregoing, a [Schedule D.4] Participant shall be fully vested in his or her Retirement Contribution Account upon death, Disability, or attaining Normal Retirement Age.

[Schedule 4.7(b)] sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of $2,500,000 that, as of the Closing Date, is pending or, to the knowledge of Borrowers, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of # the parties to such actions, suits, or proceedings, # the nature of the dispute that is the subject of such actions, suits, or proceedings, # the status, as of the Closing Date, with respect to such actions, suits, or proceedings, and # whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.