Each of the Borrower and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder.  No material liability to the PBGC (other than required premium payments), or, except in the ordinary course, any Plan or any trust established thereunder, has been or is expected to be incurred by the Borrower or any of its ERISA Affiliates with respect to any Plan.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, resulted or could reasonably be expected to result, in material liability of the Borrower or any of its ERISA Affiliates. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date applicable thereto, exceed by more than $10,000,000 the fair market value of the assets of such Plan.  None of the Borrower nor any Subsidiary has any material liability with respect to any Foreign Pension Plan.