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adverse to the businesses of Company and Company Subsidiaries, taken as a whole. Notwithstanding anything to the contrary in this Agreement, neither Company nor any Company Subsidiary has any liabilities or obligations, contingent or otherwise, of any kind associated with (i) any long term debt incurred since December 31, 2005 (other than under the Company Credit Facilities); (ii) the dissolution of any subsidiaries of Company or any other entities in which Company or any Company Subsidiary had an interest in at the time of dissolution or (iii) the acquisition of any entities or assets, which in each case are not reflected on the Most Recent Balance Sheet.

(c) The tower cash flow data, as set forth in Section 3.7(c) of the Disclosure Schedules, (i) fairly present, in all material respects, the information set forth therein and (ii) was prepared in a manner consistent with the methodology set forth therein.

Section 3.8 Absence of Certain Changes or Events . Except as contemplated by this Agreement, since December 31, 2005 each of Company and Company Subsidiaries has conducted its respective business only in the ordinary course and in a manner consistent with prior practice and there has not been any event or occurrence of any condition that has had or could reasonably be expected to have a Material Adverse Effect on Company. Except as contemplated by this Agreement, since December 31, 2005 and through the date hereof, there has not been (i) any material change in accounting methods, principles or practices employed by Company or (ii) any action of the types described in Section 5.1(b) or 5.1(c) which, had such action been taken after the date of this Agreement, would be in violation of any such Section.

Section 3.9 Taxes .

(a) Except as disclosed in Section 3.9(a) of the Disclosure Schedules, each of Company and Company Subsidiaries has duly filed all material Tax Returns and reports required to be filed by it or has been granted extensions to file such returns or reports, which extensions have not expired and all such Tax Returns were at the time of the respective filings true and accurate in all material respects. Company and each of Company Subsidiaries have paid (or Company has paid on its behalf) all Taxes (i) shown as due on such returns or (ii) otherwise due and payable, except for those Taxes being contested in good faith by appropriate proceedings and that have not had and would not reasonably be expected to have a Material Adverse Effect on Company. There are no Liens (except for Permitted Encumbrances) for any Taxes upon the assets of Company or Company Subsidiaries, other than (i) statutory Liens for Taxes not yet due and payable and (ii) Liens (except for Permitted Encumbrances) for Taxes contested in good faith by appropriate proceedings and (iii) Liens that are not, and would not reasonably be expected to be, material to the businesses of Company and Company Subsidiaries, taken as a whole.

(b) Except as disclosed in Section 3.9(b) of the Disclosure Schedules, no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against Company or any of Company Subsidiaries that are not adequately reserved for and no requests for waivers of the time to assess any such Taxes have been granted or are pending (other than with respect to years that are currently under examination by the Internal Revenue Service or other applicable taxing authorities).

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