(D)
NO PLAN IS A RETIREE WELFARE PLAN.
(E)
NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL ACCELERATE THE TIME OF THE
PAYMENT OR VESTING OF, OR INCREASE THE AMOUNT OF, COMPENSATION DUE TO ANY
EMPLOYEE OR FORMER EMPLOYEE OR DIRECTOR OR INDEPENDENT CONTRACTOR.
(F)
THERE ARE NO UNFUNDED OBLIGATIONS UNDER ANY PLAN WHICH ARE NOT
FULLY REFLECTED ON THE COMPANY'S FINANCIAL STATEMENTS.
(G)
NO INSURANCE POLICY OR ANY OTHER AGREEMENT AFFECTING ANY PLAN
REQUIRES OR PERMITS A RETROACTIVE INCREASE IN CONTRIBUTIONS, PREMIUMS OR OTHER
PAYMENTS DUE UNDER SUCH INSURANCE POLICY OR AGREEMENT.
THE LEVEL OF INSURANCE
RESERVES UNDER EACH PLAN IS REASONABLE AND SUFFICIENT TO PROVIDE FOR ALL
INCURRED BUT UNREPORTED CLAIMS.
(H)
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ANY LIABILITY, WHETHER
ABSOLUTE OR CONTINGENT, INCLUDING ANY OBLIGATIONS UNDER ANY PLAN, WITH RESPECT
TO ANY MISCLASSIFICATION OF ANY PERSON AS AN INDEPENDENT CONTRACTOR RATHER THAN
AS AN EMPLOYEE.
(I)
NO PLAN THAT IS SUBJECT TO SECTION 409A OF THE CODE HAS BEEN
MATERIALLY MODIFIED (AS DEFINED IN SECTION 409A OF THE CODE) SINCE OCTOBER 3,
2004 AND ALL SUCH PLANS SUBJECT
23
TO SECTION 409A OF THE CODE HAVE BEEN OPERATED AND ADMINISTERED IN GOOD FAITH
COMPLIANCE WITH SECTION 409A OF THE CODE FROM THE PERIOD BEGINNING DECEMBER 31,
2004 THROUGH THE DATE HEREOF.
(J)
NO AWARDS UNDER ANY PLAN THAT PROVIDES FOR GRANTING OF EQUITY,
EQUITY-BASED RIGHTS, OR OPTIONS TO PURCHASE EQUITY ("EQUITY PLANS") HAVE BEEN
GRANTED WITH AN EFFECTIVE DATE THAT IS OTHER THAN THE DATE ON WHICH THE
COMMITTEE OR OTHER ADMINISTRATOR OF SUCH EQUITY PLANS WITH AUTHORITY THEREUNDER
TO MAKE SUCH AWARDS HAS TAKEN ALL NECESSARY CORPORATE ACTION TO GRANT OR
COMPLETE SUCH AWARDS.
NO AWARDS MADE UNDER THE EQUITY PLANS HAVE BEEN (OR WILL
BE) ALTERED IN ANY MANNER THAT WOULD RESULT IN OR HAVE THE EFFECT OF FAILING TO
COMPLY WITH THE FOREGOING SENTENCE.
3.17
TITLE TO ASSETS.
THE COMPANY AND EACH SUBSIDIARY OWNS AND HAS
GOOD, VALID, AND MARKETABLE TITLE TO ALL OF ITS PROPERTIES AND ASSETS USED IN
ITS BUSINESS AND REFLECTED AS OWNED ON THE COMPANY'S FINANCIAL STATEMENTS OR SO
DESCRIBED IN ANY SCHEDULE HERETO (COLLECTIVELY, THE "ASSETS"), IN EACH CASE FREE
AND CLEAR OF ALL LIENS, EXCEPT FOR LIENS SPECIFICALLY DESCRIBED ON THE NOTES TO
THE COMPANY'S FINANCIAL STATEMENTS OR AS SET FORTH ON SECTION 3.17 OF THE
COMPANY DISCLOSURE SCHEDULE.
3.18
LIABILITIES.
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ANY DIRECT
OR INDIRECT OBLIGATION OR LIABILITY ("LIABILITIES") WHICH IF KNOWN WOULD BE
REQUIRED TO BE REFLECTED IN THE COMPANY'S OR ANY SUBSIDIARY'S FINANCIAL
STATEMENTS IN ACCORDANCE WITH GAAP OTHER THAN (A) LIABILITIES FULLY AND
ADEQUATELY REFLECTED OR RESERVED AGAINST ON THE FINANCIAL STATEMENTS AND
(B) EXCEPT AS SET FORTH IN THE SEC DOCUMENTS, LIABILITIES INCURRED SINCE
DECEMBER 31, 2006 IN THE ORDINARY COURSE OF BUSINESS.
SECTION 3.18 OF THE
COMPANY DISCLOSURE SCHEDULE SETS FORTH ALL OF THE OUTSTANDING INDEBTEDNESS OF
THE COMPANY AND ITS SUBSIDIARIES AS OF