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

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

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

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

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

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

Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federalFederal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties,Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status. The representations in this [Section 5.12] are qualified, with respect to Multiemployer Plans only, as being to the knowledge of the Company.

Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, # each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable federal orand state laws. Each Pensionlaws and # each Plan that is intended to be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS. ToIRS, and to the best knowledge of theany Loan Parties,Party, nothing has occurred that would preventprevent, or cause the loss ofof, such tax-qualified status.

Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federalFederal or state laws.Laws. Each Pension Plan that is intended to be a qualified planqualify under Section 401(a) of the Code has received a favorable determination or may rely upon an opinion letter or is subject tofor a favorable opinionprototype plan letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. ToIRS with respect thereto and, to the best knowledge of the Loan Parties,Borrower, nothing has occurred thatwhich would preventreasonably be expected to prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of such tax-qualified status.the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan, except as could not reasonably be expected to result in a material liability of the Borrower or any of its ERISA Affiliates.

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 Code and other federalFederal or state laws. Each PensionLaws; # each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter (or, to the extent that such Plan qualifies as a prototype or is subject to a favorablevolume submitter plan, as classified by the Code, ERISA and applicable guidance promulgated thereunder, an advisory opinion letterletter) from the IRS to the effect that the form of such Plan is qualified or acceptable under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a)401 of the Code, or an application for such a letter is currently being processed by the IRS. ToIRS with respect thereto, and, to the best knowledge of any Responsible Officer of the Loan Parties,Borrower, nothing has occurred thatwhich would preventprevent, or cause the loss ofof, such tax-qualified status.status; and # each of the Borrower and its Restricted Subsidiaries and each of their respective ERISA Affiliates have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan.