Common use of ERISA Compliance Clause in Contracts

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each To the best knowledge of Borrower, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) (i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To Service and to the best knowledge of the Loan Parties, nothing has occurred that which would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsapplicable Laws. Each Pension Company Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received received, or is entitled to rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of such Company Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service, or such Plan is covered by an opinion letter issued by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter (or may rely on an opinion letter) from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form (or the prototype form) of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceService or is not yet due. To the best knowledge of the Loan PartiesBorrowers, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status. The representations in this Section 5.12(a) are qualified with respect to Multiemployer Plans by being to the knowledge of the Borrowers.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Except as set forth on Schedule 5.12(a), each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is entitled to rely on an advisory letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceService or will be filed with the Internal Revenue Service within the remedial amendment period. To the best knowledge of the such Loan PartiesParty, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesResponsible Officers of the Borrower, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with applicable Laws, including the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Partiesany Borrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan intended to qualify under Section 401(a) of the Code is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Except as disclosed in Schedule 5.11(d), each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan that is subject to United States federal or state laws is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other United States federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has either (i) received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue ServiceService or (ii) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the Internal Revenue Service with respect to such prototype or volume submitter plan. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, could reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal U.S. Federal or state laws. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsapplicable Laws. Each Pension Company Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received received, or is entitled to rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of such Company Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesLead Borrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing no event has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan (other than a Multiemployer Plan) is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has either received a favorable determination letter or can rely on a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or is permitted to rely on an opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a determination letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawslaws except where any such failure to comply could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceService or the time to apply for such a letter has not yet expired. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified tax‑qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws, except where any failure to so comply would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-tax qualified statusstatus except where any such occurrence would not reasonably be expected to have a Material Adverse Effect.

ERISA Compliance. (a) Each Except as has not resulted or could reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCo-Borrowers, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of any of the Loan PartiesResponsible Officers of the Borrower, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or is covered by an opinion letter to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawslaws except where such noncompliance would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws, except as would not give rise to a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status, except as would not give rise to a Material Adverse Effect.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Any Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the any trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by will be timely submitted to the Internal Revenue ServiceService for processing. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, any such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified statusIRS.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.Revenue

ERISA Compliance. (a) Each Plan of the Company Entities is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan of the Company Entities that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesSeller and the Company, nothing has occurred that would prevent, prevent or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified statusIRS.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service, or such Plan is covered by an opinion letter issued by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-tax qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS or is entitled to rely on a favorable opinion letter issued by the IRS to a prototype or volume submitter sponsor to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has either (i) received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue ServiceService or (ii) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the Internal Revenue Service with respect to such prototype or volume submitter plan. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, could reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified EXECUTION VERSION plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) 1. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) a. Each Benefit Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Benefit Plan (including any Pension Plan Plan) that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Benefit Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws, except to the extent that such noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Partieseach Borrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each To the knowledge of Borrower, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service, or such Pension Plan is a prototype or volume submitter plan that is the subject of an opinion or advisory letter from the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) (i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.80

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Except as set forth on Schedule 5.12(a), as of the Closing Date each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Except as disclosed in Schedule 5.11(d), each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.Internal

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified statusIRS.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 90 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceService or will be filed with the Internal Revenue Service within the remedial amendment period. To the best knowledge of the such Loan PartiesParty, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state applicable laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an CHL:82267.17 62 application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (ai) Each each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination 1797220.10-NYCSR03A - MSW letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Partieseach Borrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-tax qualified status. No Plan is maintained outside the United States.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion/advisory letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.. 104

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal U.S. Federal or state lawsLaws. Each Except as would not reasonably be expected to have a Material Adverse Effect, each Pension Plan that is intended to be a qualified plan under Section 401(a4.01(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a4.01(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a5.1(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service or is maintained pursuant to a prototype document with a favorable opinion letter from the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Except for the Multiemployer Plan described on Schedule 5.12, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) a. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion/advisory letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawslaws except where such noncompliance would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable 109 determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawslaws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable 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 Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code and such letter may be relied upon, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best actual knowledge of the each Loan PartiesParty, nothing has occurred that would prevent, prevent or cause the loss of, of any such Plan’s tax-qualified status.

ERISA Compliance. (a) Each Except as disclosed in Schedule 5.11(d), each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension ​ 120 Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to Exhibit A be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Responsible Officers of any Loan PartiesParty, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws, unless the failure to comply could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan Qualified Plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge Knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.. CHAR1\1536964v10

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (ai) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws, other than any noncompliance that would not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawslaws except for such noncompliance which could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Responsible Officers of any Loan PartiesParty, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Except as could not reasonably be expected to have a Material Adverse Effect, each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Any Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the any trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by will be timely submitted to the Internal Revenue ServiceService for processing. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.68 CHAR1\1659840v4

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service, or such Plan is covered by an opinion letter issued by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan and Multiemployer Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan intended to qualify under Section 401(a) of the Code is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.. ​

ERISA Compliance. (a) (i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To IRS, and, to the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the any Responsible Officer of a Loan PartiesParty, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 83 8884322.11 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws, other than noncompliance which could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, such of tax-qualified statusstatus of any Pension Plan.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state lawsState Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal Federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each (i)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Laws and (ii)each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently being processed by the Internal Revenue Service. To Service and to the best knowledge of the Loan Parties, nothing has occurred that which would prevent, or cause the loss of, such tax-qualified status.

ERISA Compliance. (a) Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, prevent or cause the loss of, such of tax-qualified statusstatus of any Pension Plan as of the Closing Date.

ERISA Compliance. (a5.12(a) Each Plan intended to qualify under Section 401(a) of the Code is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, reasonably be expected to prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or is covered by an opinion letter to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan PartiesBorrower, nothing has occurred that would prevent, prevent or cause the loss of, of such tax-qualified status.

ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service IRS or is entitled to rely on a favorable opinion letter issued by the IRS to a prototype or volume submitter sponsor to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code Code, or an application for such a letter is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.