Each Plan is in compliance in all material respects with, and has been administered in compliance in all material respects with, the applicable provisions of ERISA and the Code. Neither Borrower nor any of its Subsidiaries maintains a Multiemployer Plan. No ERISA Event (i) has occurred within the five year period prior to the date of this Agreement, (ii) has occurred and is continuing, or (iii) to the knowledge of the Borrower, is reasonably expected to occur with respect to any Plan, in each case under clauses (i) through (iii) above except to the extent the same, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.