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(7) no consent under Section 341(1) of the Code has been filed with respect to any of the Falcon Companies; (8) each of the Falcon Companies has had since its inception and will continue to have through the Closing Date the federal tax status (i.e. partnership or C corporation) such entity reported on its 1997 federal Tax Returns except as results from any actions taken pursuant to this Agreement; (9) none of the Falcon Companies bas been at any time a member of my partnership, joint venture or other arrangement or contract which is treated as a partnership for federal, slate, local or foreign tax purposes (a "Tax Partnership") or the holder of a beneficial interest in any mast for any period for which the statute of limitations for any Tax has not expired, except for a Tax Parmership which is a Falcon Company; (10) there are no tax sharing agreements or similar arrangements with respect to or involving any of the Falcon Companies; (11) none of the Falcon Companies has any (a) income reportable for a period ending after the Closing Date but attributable to a transaction (e.g., an installment sale) occurring in or a change in accounting method made for a period ending on or prior to the Closing Date which resulted in a deferred reporting of income from such transaction or from such change in accounting method (other than a deferred intercompany transaction), or (b) deferred gain or loss arising out of my deferred intercompany transaction; (12) each Falcon Company that is a Tax Partnership has a valid section 754 election in effect; and (13) None of the Falcon Companies has entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to any Falcon Company pursuant to Section 28OG of the Code or an excise Tax to the recipient of such payment pursuant to Section 4999 of the Code. 3.13 Employee Plans. (a) Employee Plans. Schedule 3.13 contains a list of all Employee Plans and material Compensation Arrangements. The Falcon Companies have delivered ormade available to Buyer (or, in accordance with Section 6.1(b), will deliver or make available to Buyer following execution of this Agreement) true, complete and correct copies of each Employee Plan and each Compensation Arrangement, if any, together with any other material documents relating to such Employce Plan or Compensation Arrangement, including, without limitation, any governmental filings, all annual reports together with any schedules or attachments thereto, each auditors report, if any, and all other material documents relating to such Employee Plan or Compensation Arrangement. Except as disclosed in Schedule 3.13 none of the Falcon Companies or any of their ERISA Affiliates is or has been required to contribute to any "muldemployer plan," as defined in ERISA Section 3(37), nor has my Falcon Company or any such ERISA Affiliate experienced a orninuur execurrou 31