ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: # during the five-year period prior to the date on which this representation is made or deemed made, # no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; # no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; # there has been no failure to meet the minimum funding standards (within the meaning of [Sections 412 or 430]0] of the Code or [Section 302] of ERISA) with respect to any Single Employer Plan; and # there has been no filing pursuant to Section 412(c) of the Code or [Section 302(c)] of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; # the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; # 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 and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or [Section 303(i)(4)] of ERISA); # neither the Company nor any Commonly Controlled Entity has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under [Section 4042] of ERISA; # neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in any liability under [Section 4201] of ERISA; # neither the Company nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432(b) of the Code or [Section 305(b)] of ERISA); and # with respect to each Foreign Plan, there has been no failure # to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; # to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be registered; or # of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.