Extract to table

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement

The Company shall comply with any record-retention obligations applicable to this Certificate under the Code, the Treasury Regulations, and any other applicable law

This Certificate is delivered solely for the purposes described herein — namely, to establish the Company's non-foreign status and non-USRPHC status under Sections 897 and 1445 of the Code — and shall not be used or relied upon by any person for any other purpose

Nothing in this Certificate shall be construed to create any rights or obligations on the part of any person other than as expressly provided herein and in the Merger Agreement

In the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Certificate shall automatically be void and of no further force or effect

This Certificate must be dated as of the Closing Date