Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) no Reportable Event has occurred during the past five years as to which the Borrower, any of its Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC; and (b) no ERISA Event has occurred or is reasonably expected to occur. Neither the Company nor any ERISA Affiliate has contributed (or had any obligation of any sort) in the last six (6) years to (i) a “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA or (ii) a Multiemployer Plan. Each Plan sponsored by the Borrower or any Restricted Subsidiary that is intended to qualify under Section 401(a) of the Code has received a favorable determination or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreement, to the knowledge of the Borrower or any Restricted Subsidiary, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification.