With respect to the U.S. Loan Parties, there are no Title IV Plans or Multiemployer Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law has received a favorable determination letter from the IRS or a timely application has been filed with respect thereto.  Except for those that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (ii) there are no existing or pending (or to the knowledge of any U.S. Loan Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any U.S. Loan Party contributes or otherwise has or could have any Liability and (iii) no ERISA Event is reasonably expected to occur.  No ERISA Event has occurred in connection with which Liabilities remain outstanding, either individually or in the aggregate, that could reasonably be expected to result in Liability to any U.S. Loan Party.  No ERISA Affiliate would have any Withdrawal Liability on the date this representation is made that could reasonably be expected to result in a Material Adverse Effect.