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200209214 audit or assessment surrender my right to claim a Tax refund. offset or other reduction in Tax liability surrendered. consent ro my extension or waiver of the limitmorn, period applicable to my Tax claim or assessment or take or omit to take my other action, if my such election, action or omission would have the effect of increasing the Tax liability or reducing my Tax asset of the Company or arty of its Subsidiaries. (b) The Company and each of its Subsidiaries will establish or cause to be established in accordance with GAAP on or before the Effective Time an adequate accrual for all Taxes due with respect to my period ending prior to or as of the Effective Time. (c) Neither the Company nor my of its Subsidiaries shall take my action that would reasonably be likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(x) of the Code ("368(a) Reorganization") and prier to the Effective Time, the Company and its Subsidiaries shall use their best efforts to carne the Merger to qualify as a 368(a) Reorganization. The Company Shall use its reasonable best efforts to obtain the opinions refined to in Section 10.02. SECrtoN 7.05. Affifiams. At ken 40 days prior to the data of consummacm of the Merger (the "Merger Dam "), the Company sh" deliver to Parent a letter identifying all lmown Persons who may be demand affiliates of the Company for the purposes of Rule 145 of the 1933 Act The Company shall use its reasonable best efforts to obtain a written agreement from each Person who may be an deemed a soon as practicable and, in my event a least 30 days prior to the Merger Dam, substantially in the form of Exhibit B berem. ARTICLE S CovFtu of PxnaNr Parent agrees that: SE=ON 8.01. Conduct of Panat Parent agrees that from the dame hereof until to Effective Tense, Parent and its Subsidiaries shall conduct their business in the ordinary course cousismeat with pan practice and shall use their reasonable beat efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers; and employees. Without limiting the generality of the foregoing, from the dam hereof until the Effective Tune: (a) Patent will nor adopt or propose my change in is cctficame of incorporated or bylaws: and (b) Parent will not, and will rout permit my of in Subsidiaries to, take any action that would make my represenntion and warranty of Parent hereunder inaccurate in my respect at or a of my =0 prfor to, the Effective Time; (c) Parent will not and will not permit my of its Subsidiaries to (i) take soy action that would maim my representation and warranty of the Parent bereunder inaccrosm in my respect at, or as of my time prior to, the Effective Time, or (d) omit to take my action necessary to prevent my such representation or warrmry from being accurate in my respect a my such time: and (d) Proem will am and will act permit my of its Subsidiaries m, ages or commit to do my of the foregoing. Se ON 8.02. Obfigadwa of Mager Subsidiary. Parent will take all action necessary an cause Merger Subsidiary in perform is obligations under this Agreement and to consummate the Merger on the tams and conditions set forth in this Agreement Sr oN 8.03. Voting of Shares. Parent agrees to vote all Shares beneficially owned by it or my of is Subsidiaries in favor of approval and adoption of this Agreement the Mager and my actions related thereto a the Company Shareholder Meeting. and a my adjournment themoC A -27