DUE OR PAYABLE OR THE VALIDITY OF
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WHICH IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND AS TO
WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED ON THE COMPANY'S BOOKS AND RECORDS
IN ACCORDANCE WITH GAAP.
(C)
THE FEDERAL INCOME TAX RETURNS OF EACH OF THE COMPANY, ITS
SUBSIDIARIES AND ANY AFFILIATED GROUP HAVE BEEN EXAMINED BY AND SETTLED WITH THE
IRS (OR THE APPLICABLE STATUTE OF LIMITATIONS HAS EXPIRED) FOR ALL YEARS THROUGH
DECEMBER 31, 2000.
(D)
ALL MATERIAL TAXES DUE WITH RESPECT TO FEDERAL INCOME TAX RETURNS
HAVE BEEN FULLY PAID OR HAVE BEEN ADEQUATELY RESERVED ON THE MOST RECENT
FINANCIAL STATEMENTS INCLUDED IN THE FINANCIAL STATEMENTS IN ACCORDANCE WITH
GAAP.
(E)
THE COMPANY HAS MADE AVAILABLE TO PARENT TRUE AND COMPLETE COPIES
OF (I) ALL TAX RETURNS OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATED GROUPS
FOR THE PRECEDING THREE TAXABLE YEARS AND (II) ANY AUDIT REPORT ISSUED WITHIN
THE THREE YEARS PRECEDING THE DATE HEREOF (OR OTHERWISE WITH RESPECT TO ANY
AUDIT OR PROCEEDING IN PROGRESS) RELATING TO TAXES OF THE COMPANY, ANY OF ITS
SUBSIDIARIES AND ANY AFFILIATED GROUP.
(F)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS CONSTITUTED
EITHER A "DISTRIBUTING CORPORATION" OR A "CONTROLLED CORPORATION" (IN EACH CASE,
WITHIN THE MEANING OF SECTION 355(A)(1)(A) OF THE CODE) IN A DISTRIBUTION OF
STOCK QUALIFYING FOR TAX-FREE TREATMENT UNDER SECTION 355(E) OF THE CODE (A) IN
THE TWO YEARS PRECEDING THE DATE HEREOF OR (B) IN A DISTRIBUTION THAT COULD
OTHERWISE CONSTITUTE PART OF A "PLAN" OR "SERIES OF RELATED TRANSACTIONS"
(WITHIN THE MEANING OF SECTION 355(E) OF THE CODE) IN CONJUNCTION WITH THE
MERGER.
(G)
THERE ARE NO OUTSTANDING AGREEMENTS EXTENDING OR WAIVING THE
STATUTORY PERIOD OF LIMITATIONS APPLICABLE TO ANY CLAIM FOR, OR THE PERIOD FOR
THE COLLECTION OR ASSESSMENT OR REASSESSMENT OF, TAXES DUE FROM THE COMPANY OR
ANY OF ITS SUBSIDIARIES FOR ANY TAXABLE PERIOD AND NO REQUEST FOR ANY SUCH
WAIVER OR EXTENSION IS CURRENTLY PENDING.
(H)
TO THE KNOWLEDGE OF THE COMPANY, NO CLAIM HAS BEEN MADE BY ANY
GOVERNMENTAL ENTITY IN A JURISDICTION WHERE THE COMPANY AND ITS SUBSIDIARIES
DOES NOT FILE TAX RETURNS THAT IT IS OR MAY BE SUBJECT TO TAXATION BY THAT
JURISDICTION.
(I)
TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY AND THE COMPANY'S
SUBSIDIARIES HAVE NOT TAKEN ANY REPORTING POSITION ON A TAX RETURN, WHICH
REPORTING POSITION (I) IF NOT SUSTAINED WOULD BE REASONABLY LIKELY, ABSENT
DISCLOSURE, TO GIVE RISE TO A PENALTY FOR SUBSTANTIAL UNDERSTATEMENT OF FEDERAL
INCOME TAX UNDER SECTION 6662 OF THE CODE (OR ANY SIMILAR PROVISION OF STATE,
LOCAL, OR FOREIGN TAX LAW), AND (II) HAS NOT ADEQUATELY BEEN DISCLOSED ON SUCH
TAX RETURN IN ACCORDANCE WITH SECTION 6662(D)(2)(B) OF THE CODE (OR ANY SIMILAR
PROVISION OF STATE, LOCAL, OR FOREIGN TAX LAW).
(J)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY
AGREEMENT RELATING TO THE SHARING, ALLOCATION OR INDEMNIFICATION OF TAXES, OR
ANY SIMILAR
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AGREEMENT, CONTRACT OR ARRANGEMENT, (COLLECTIVELY,