Nautilus 2007 Annual Report Download - page 145

transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is in
default with respect to any order, injunction or judgment of any Governmental Authority except for defaults that could not reasonably be
expected to have a Material Adverse Effect.
9.1.18 No Defaults . No event or circumstance exists that constitutes a Default or Event of Default. No Borrower or Subsidiary is in
default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default,
under any Material Contract or in the payment of any Borrowed Money which would result in an Event of Default under Section 11.1(f).
There is no basis upon which any party (other than a Borrower or Subsidiary) could terminate a Material Contract prior to its scheduled
termination date.
9.1.19 ERISA . Except as disclosed on Schedule 9.1.19 :
(a) Except as could not reasonably be expected to result in a liability of the Obligors in excess of $2,000,000, (i) each Plan is in
compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws, (ii) each Plan that
is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which
would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has made all required contributions to each Plan
subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to
have a Material Adverse Effect.
(c) Except as could not reasonably be expected to result in a liability of the Obligors in excess of $2,000,000, (i) No ERISA Event
has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged
in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
(d) Except as could not reasonably be expected to result in a liability of the Obligors in excess of $2,000,000, with respect to any
Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if
applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan,
the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together
with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former
participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations
in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained
in good standing with applicable regulatory authorities.
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