KNOWLEDGE OF
THE COMPANY, ANY MAJORITY OWNER HAS ANY LIABILITY TO THE IRS WITH RESPECT TO ANY
PLAN, INCLUDING ANY LIABILITY IMPOSED BY CHAPTER 43 OF THE IRC.
41
(C)
NEITHER THE COMPANY NOR, TO THE KNOWLEDGE OF
THE COMPANY, ANY MAJORITY OWNER HAS ANY LIABILITY TO THE PBGC WITH RESPECT TO
ANY PLAN OR HAS ANY LIABILITY UNDER ERISA § 502 OR § 4071.
(D)
ALL FILINGS REQUIRED BY ERISA AND THE IRC AS
TO EACH PLAN HAVE BEEN TIMELY FILED (INCLUDING PERMITTED EXTENSIONS OF TIME TO
FILE), AND ALL NOTICES AND DISCLOSURES TO PARTICIPANTS REQUIRED BY EITHER ERISA
OR THE IRC HAVE BEEN TIMELY PROVIDED.
(E)
ALL CONTRIBUTIONS AND PAYMENTS MADE OR
ACCRUED WITH RESPECT TO ALL COMPANY PLANS AND COMPANY OTHER BENEFIT OBLIGATIONS
ARE DEDUCTIBLE UNDER IRC § 162 OR § 404.
NO AMOUNT, OR ANY ASSET OF ANY COMPANY
PLAN, IS SUBJECT TO TAX AS UNRELATED BUSINESS TAXABLE INCOME.
(IV)
ALL COMPANY PLANS CAN BE TERMINATED WITHIN
THIRTY DAYS, WITHOUT PAYMENT OF ANY ADDITIONAL CONTRIBUTION OR AMOUNT AND
WITHOUT THE VESTING OR ACCELERATION OF ANY BENEFITS PROMISED BY SUCH PLAN.
(V)
SINCE JANUARY 1, 2005, THERE HAS BEEN NO
ESTABLISHMENT OR AMENDMENT OF ANY COMPANY PLAN OR COMPANY OTHER BENEFIT
OBLIGATION.
(VI)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS
THAT COULD RESULT IN A MATERIAL INCREASE IN PREMIUM COSTS OF COMPANY PLANS AND
COMPANY OTHER BENEFIT OBLIGATIONS THAT ARE INSURED, OR A MATERIAL INCREASE IN
BENEFIT COSTS OF SUCH PLANS AND OBLIGATIONS THAT ARE SELF-INSURED.
(VII)
OTHER THAN CLAIMS FOR BENEFITS SUBMITTED BY
PARTICIPANTS OR BENEFICIARIES, NO CLAIM AGAINST, OR LEGAL PROCEEDING INVOLVING,
ANY COMPANY PLAN OR COMPANY OTHER BENEFIT OBLIGATION IS PENDING OR, TO THE
COMPANY'S KNOWLEDGE, IS THREATENED.
(VIII)
NO COMPANY PLAN IS A STOCK BONUS OR PENSION PLAN
WITHIN THE MEANING OF IRC § 401(A).
(IX)
EACH QUALIFIED PLAN OF THE COMPANY IS
QUALIFIED IN FORM AND OPERATION UNDER IRC § 401(A); EACH TRUST FOR EACH SUCH
PLAN IS EXEMPT FROM FEDERAL INCOME TAX UNDER IRC § 501(A).
NO EVENT HAS
OCCURRED OR CIRCUMSTANCE EXISTS THAT WILL OR COULD GIVE RISE TO DISQUALIFICATION
OR LOSS OF TAX-EXEMPT STATUS OF ANY SUCH PLAN OR TRUST.
(X)
THE COMPANY HAS MET THE MINIMUM FUNDING
STANDARD, AND HAS MADE ALL CONTRIBUTIONS REQUIRED, UNDER ERISA § 302 AND IRC
§ 402.
(XI)
NO COMPANY PLAN IS SUBJECT TO TITLE IV OF
ERISA.
42
(XII)
NO AMENDMENT HAS BEEN MADE, OR IS REASONABLY
EXPECTED TO BE MADE, TO ANY PLAN THAT HAS REQUIRED OR COULD REQUIRE THE
PROVISION OF SECURITY UNDER ERISA § 307 OR IRC § 401(A)(29).
(XIII)
NO ACCUMULATED FUNDING DEFICIENCY, WHETHER OR
NOT WAIVED, EXISTS WITH RESPECT TO ANY COMPANY PLAN; NO EVENT HAS OCCURRED OR
CIRCUMSTANCE EXISTS THAT MAY RESULT IN AN ACCUMULATED FUNDING DEFICIENCY AS OF
THE LAST DAY OF THE CURRENT PLAN YEAR OF ANY SUCH PLAN.
(XIV)
THE COMPANY HAS NEVER ESTABLISHED, MAINTAINED, OR
CONTRIBUTED TO OR OTHERWISE PARTICIPATED IN, OR HAD AN OBLIGATION TO MAINTAIN,
CONTRIBUTE TO, OR