OR
CONTRIBUTES TO ANY BENEFIT PLAN OTHER THAN THOSE LISTED ON SCHEDULE 6.1(O).
EACH SUCH BENEFIT PLAN IS IN SUBSTANTIAL COMPLIANCE WITH ERISA AND THE CODE,
INCLUDING BUT NOT LIMITED TO THOSE PROVISIONS THEREOF RELATING TO REPORTING AND
DISCLOSURE, AND NEITHER THE BORROWER NOR ANY RELATED COMPANY HAS RECEIVED ANY
NOTICE ASSERTING THAT A BENEFIT PLAN IS NOT IN COMPLIANCE WITH ERISA.
NO
MATERIAL LIABILITY TO THE PBGC OR TO A MULTIEMPLOYER PLAN HAS BEEN, OR IS
EXPECTED TO BE, INCURRED BY THE BORROWER OR ANY RELATED COMPANY.
EACH BENEFIT
PLAN INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE SO QUALIFIES AND ANY
RELATED TRUST IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(A) OF THE
CODE.
A FAVORABLE DETERMINATION LETTER FROM THE IRS HAS BEEN ISSUED (OR APPLIED
FOR) WITH RESPECT TO EACH SUCH PLAN AND TRUST AND NOTHING HAS OCCURRED SINCE THE
DATE OF ANY SUCH DETERMINATION LETTER ISSUED, THAT WOULD ADVERSELY AFFECT SUCH
QUALIFICATION OR TAX-EXEMPT STATUS.
NO BENEFIT PLAN SUBJECT TO THE MINIMUM
FUNDING STANDARDS OF THE CODE HAS FAILED TO MEET SUCH STANDARDS.
NEITHER THE
BORROWER NOR ANY RELATED COMPANY HAS TRANSFERRED ANY PENSION PLAN LIABILITY IN A
TRANSACTION THAT COULD BE SUBJECT TO SECTIONS 4069 OR 4212(C) OF ERISA.
NEITHER
THE BORROWER NOR ANY RELATED COMPANY HAS ANY LIABILITY, DIRECT OR CONTINGENT,
WITH RESPECT TO ANY BENEFIT PLAN OTHER THAN TO MAKE PAYMENTS TO THE BENEFIT PLAN
IN ACCORDANCE WITH ITS TERMS, AND THERE ARE NO PENDING OR THREATENED CLAIMS
AGAINST ANY BENEFIT PLAN.
NO NON-EXEMPT PROHIBITED TRANSACTION WITH THE MEANING
OF SECTION 4975 OF THE CODE OR SECTION 406 OF ERISA HAS OCCURRED WITH RESPECT TO
A BENEFIT PLAN.
NO EMPLOYEE OR FORMER EMPLOYEE OF THE BORROWER OR ANY RELATED
COMPANY IS OR MAY BECOME ENTITLED TO ANY BENEFIT UNDER A BENEFIT PLAN THAT IS A
"WELFARE PLAN" WITHIN THE MEANING OF SECTION 3(1) OF ERISA FOLLOWING SUCH
EMPLOYEE'S TERMINATION OF EMPLOYMENT.
EACH SUCH WELFARE PLAN THAT IS A GROUP
HEALTH PLAN HAS BEEN OPERATED IN COMPLIANCE WITH THE PROVISIONS OF SECTION 4980B
OF THE CODE AND SECTIONS 601-609 OF ERISA AND ANY APPLICABLE PROVISIONS OF STATE
LAW THAT ARE SIMILAR.
(P)
ABSENCE OF DEFAULTS.
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS
IN DEFAULT UNDER ITS CERTIFICATE OR ARTICLES OF INCORPORATION OR BY-LAWS AND NO
EVENT HAS OCCURRED, WHICH HAS NOT BEEN REMEDIED, CURED OR WAIVED,
(I)
WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT, OR
(II)
WHICH CONSTITUTES, OR WHICH WITH THE PASSAGE OF TIME OR GIVING OF
NOTICE OR BOTH WOULD CONSTITUTE, A DEFAULT OR EVENT OF DEFAULT BY THE BORROWER
OR ANY SUBSIDIARY UNDER ANY MATERIAL AGREEMENT (OTHER THAN THIS AGREEMENT) OR
JUDGMENT, DECREE OR ORDER TO WHICH SUCH BORROWER OR ANY SUBSIDIARY IS A PARTY OR
BY WHICH THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES
MAY BE BOUND, EXCEPT, IN THE CASE ONLY OF ANY SUCH AGREEMENT, FOR ALLEGED
DEFAULTS WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
WITH RESPECT