Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state laws.

Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws.

ERISA Compliance. It is in compliance in all material respects with the applicable provisions of ERISA, and no “reportable event”, as such term is defined in [Section 403] of ERISA, has occurred with respect to any Plan of Borrower.

. With respect to each Group Member and each of their respective ERISA Affiliates, comply with the terms of each Plan and with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder relating to the Plans, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

ERISA Compliance. Except as otherwise disclosed in the Offering Memorandum, the Partnership and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Partnership, its subsidiaries or their ERISA Affiliates (as defined below) are in compliance with ERISA, except for where any failure to comply would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Partnership or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Internal Revenue Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Partnership or such subsidiary is a member. No “reportable event” (as defined under ERISA but excluding any event for which the 30-day notice period is waived) has occurred that has not been timely reported or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Partnership, its subsidiaries or any of their ERISA Affiliates. No “employer pension benefit plan” (as defined under ERISA) established or maintained by the Partnership, its subsidiaries or any of their ERISA Affiliates, if such “employer pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Neither the Partnership, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change under either # Title IV of ERISA with respect to termination of, or withdrawal from, any “employer pension benefit plan” or # Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code. Each “employer pension benefit plan” established or maintained by the Partnership, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Internal Revenue Code is so qualified and nothing has occurred, whether by action or failure to act, that would cause the loss of such qualification.

ERISA Compliance. It is in compliance in all material respects with the applicable provisions of ERISA, and no “reportable event”, as such term is defined in [Section 403] of ERISA, has occurred with respect to any Plan of Borrower.

Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Plan (other than a Multiemployer Plan) that is intended to be a qualified plan under Section 401(a) of the 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 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 Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other federal or state laws.

Except as could not reasonably be expected to result in a Material Adverse Effect, do, and cause each of its ERISA Affiliates to do, each of the following: # maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; # cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and # make all required contributions to any Plan subject to [Section 412], [Section 430] or Section 431 of the Code.

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 Co-Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status.