(a)  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending or, to the knowledge of any Group Member, claims, actions or lawsuits or action by any Governmental Authority, participant or beneficiary with respect to any Plan threatened in writing; (iii) there are no violations of the fiduciary responsibility rules with respect to any Plan; (iv) no Group Member has engaged in any non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Plan, that would subject any Group Member to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code; and (v) each Plan has complied with the applicable provisions of ERISA and the Code.  The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount that, if required to be paid as of such date by the Borrower and its Subsidiaries, would reasonably be expected to have a Material Adverse Effect.  As of the date hereof, no Group Member participates in a Multiemployer Plan.