THE ASSETS OF ANY COMPANY.
EACH COMPANY HAS DISCLOSED IN ITS
FEDERAL INCOME TAX RETURNS ALL POSITIONS TAKEN THEREIN THAT COULD GIVE RISE TO A
SUBSTANTIAL UNDERSTATEMENT OF FEDERAL INCOME TAX WITHIN THE MEANING OF CODE
SECTION 6662.
(C)
NO COMPANY HAS FILED A CONSENT UNDER CODE § 341(F) CONCERNING COLLAPSIBLE
CORPORATIONS.
NEITHER PARENT, ANY COMPANY NOR ANY PARTNER THEREOF, AND NO
CORPORATION, IS A FOREIGN PERSON WITHIN THE MEANING OF SECTION 1445 OF THE
CODE.
NO COMPANY HAS BEEN (I) A PERSONAL HOLDING COMPANY WITHIN THE MEANING OF
CODE §542, (II) A PASSIVE FOREIGN INVESTMENT
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COMPANY WITHIN THE MEANING OF CODE §1297 OR (III) A FOREIGN PERSONAL HOLDING
COMPANY WITHIN THE MEANING OF CODE § 552.
NO COMPANY IS A PARTY TO OR BOUND BY
ANY TAX ALLOCATION, INDEMNIFICATION OR SHARING AGREEMENT.
NO COMPANY (A) HAS
BEEN A MEMBER OF AN AFFILIATED GROUP FILING A CONSOLIDATED FEDERAL INCOME TAX
RETURN OR (B) HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON UNDER REG. §1.1502-6
(OR ANY SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW), AS A TRANSFEREE OR
SUCCESSOR, BY CONTRACT, OR OTHERWISE.
(D)
NO COMPANY SHALL BE REQUIRED TO INCLUDE ANY ITEM OF INCOME IN, OR EXCLUDE
ANY ITEM OF DEDUCTION FROM, TAXABLE INCOME FOR ANY TAXABLE PERIOD (OR PORTION
THEREOF) ENDING AFTER THE CLOSING DATE AS A RESULT OF ANY: (I) CHANGE IN METHOD
OF ACCOUNTING FOR A TAXABLE PERIOD ENDING ON OR PRIOR TO THE CLOSING DATE (AND
THE IRS HAS NOT PROPOSED TO ANY COMPANY ANY SUCH ADJUSTMENT OR CHANGE IN
ACCOUNTING METHOD); (II) "CLOSING AGREEMENT" AS DESCRIBED IN CODE §7121 (OR ANY
CORRESPONDING OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN INCOME TAX LAW)
EXECUTED ON OR PRIOR TO THE CLOSING DATE; (III) INTERCOMPANY TRANSACTION OR
EXCESS LOSS ACCOUNT DESCRIBED IN TREASURY REGULATIONS UNDER CODE §1502 (OR ANY
CORRESPONDING OR SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN INCOME TAX LAW);
(IV) INSTALLMENT SALE OR OPEN TRANSACTION DISPOSITION MADE ON OR PRIOR TO THE
CLOSING DATE; OR (V) PREPAID AMOUNT RECEIVED ON OR PRIOR TO THE CLOSING DATE.
THERE IS NO APPLICATION PENDING WITH ANY TAXING AUTHORITY REQUESTING PERMISSION
FOR ANY CHANGES IN ACCOUNTING METHODS THAT RELATE TO THE BUSINESS OR OPERATIONS
OF ANY COMPANY).
(E)
NO COMPANY HAS EXECUTED OR ENTERED INTO (OR PRIOR TO THE CLOSE OF BUSINESS
ON THE CLOSING DATE WILL EXECUTE OR ENTER INTO) WITH ANY TAXING AUTHORITY (I) A
CLOSING AGREEMENT PURSUANT TO CODE SECTION 7121 OR ANY PREDECESSOR PROVISION
THEREOF OR ANY SIMILAR PROVISION OF STATE, LOCAL OR FOREIGN LAW THAT RELATES TO
THE ASSETS OR OPERATIONS OF ANY COMPANY OR (II) ANY AGREEMENT, WAIVER OR OTHER
DOCUMENT EXTENDING OR HAVING THE EFFECT OF EXTENDING OR WAIVING THE PERIOD FOR
ASSESSMENT OR COLLECTION OF ANY TAXES FOR WHICH A COMPANY WOULD OR COULD BE
LIABLE.
(F)
NO COMPANY HAS MADE ANY PAYMENTS, IS OBLIGATED TO MAKE ANY PAYMENTS, OR
IS A PARTY TO ANY AGREEMENT OR OTHER ARRANGEMENT THAT COULD OBLIGATE IT TO MAKE
ANY PAYMENTS