Common use of Tax Matters Clause in Contracts

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:

Tax Matters. The Company (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any valid extension of time within which to file) all Tax Returns which it is required to file under applicable laws; be filed by any of them and all such Tax Returns are true complete and accurate accurate, (ii) Parent and has been prepared in compliance with all applicable laws; the Company has each of its Subsidiaries have timely paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, stockholdercreditor, creditor stockholders or other third parties; and since December 31party (in each case, 1998whether or not shown on any Tax Return), the charges, accruals and reserves for Taxes (iii) there are no currently effective waivers of any statute of limitations with respect to the Company Taxes or extensions of time with respect to a Tax assessment or deficiency, (including iv) all assessments for Taxes due with respect to completed and settled examinations or any provisions for deferred income taxesconcluded litigation have been fully paid, (v) reflected on the books there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of the Company are adequate to cover Taxes or Tax matters of Parent or any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a taxing authority Taxing Authority in a jurisdiction where the Company Parent or any of its Subsidiaries does not file tax returns Tax Returns of a certain type that the Company Parent or any subsidiary of its Subsidiaries is or may be subject to taxation by of such type or required to file Tax Returns of such type in that jurisdiction. There , (vii) there are no foreignLiens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, federal, state (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or local tax audits or administrative or judicial proceedings pending or being conducted with respect arrangement relating to the Company apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any subsidiary from any foreign, federal, state analogous or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (Bix) has not agreed neither Parent nor any of its Subsidiaries is bound with respect to any current or is required to make any adjustments pursuant to 481 future taxable period by any closing agreement (a) within the meaning of Section 7121 of the Internal Revenue Code Code), private letter ruling, technical advice or any similar provision other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of state, local or foreign law by reason of a change in accounting method initiated by the Company Parent or any of its subsidiaries or has any knowledge that Subsidiaries following the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Closing.

Tax Matters. The (a) Except for those matters that would not reasonably be expected to have a Company Material Adverse Effect or as specified in the Company Disclosure Schedule: (i) each of the Company and each subsidiary its Subsidiaries has timely filed, or has caused to be timely filed ------------ on its behalf (taking into account any extension of time within which to file), all Tax Returns which it is required to file under applicable laws; be filed by it, and all such filed Tax Returns are true true, correct and accurate and has complete; (ii) all Taxes required to have been prepared in compliance with all applicable laws; paid by the Company has paid all Taxes due and owing by it or any subsidiary its Subsidiaries (whether or not shown to be due on such Tax Returns) have been paid; (iii) no deficiency with respect to Taxes are has been proposed, asserted or assessed against the Company or any of its Subsidiaries which has not been fully paid or adequately reserved against in accordance with GAAP; (iv) no audit or other administrative or court proceeding or Claim is pending before any Governmental Authority with respect to Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received (other than in respect of any such proceeding that has been resolved); (v) each of the Company and its Subsidiaries has withheld and timely remitted to the appropriate Governmental Authority all Taxes required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty and collected and paid all sales Taxes required to be withheld and paid; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to (vi) neither the Company (including nor any provisions for deferred income taxes) reflected on the books Subsidiary of the Company are adequate to cover has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax liabilities which has not yet expired (excluding extensions of time to file Tax Returns obtained in the ordinary course); (vi) neither the Company nor any Subsidiary of the Company if its current tax year were treated had any liabilities for unpaid Taxes as ending of the Balance Sheet Date that had not been accrued or reserved on the date hereof. No claim has been made by a taxing authority such balance sheet in a jurisdiction where accordance with GAAP; (vii) neither the Company does not file tax returns that nor any Subsidiary of the Company has any liability for Taxes of any Person (except for the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Subsidiary of the Company Company) arising from the application of Treasury Regulations Section 1.1502-6 or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar analogous provision of state, local or foreign lawLaw, as a transferee or successor or by contract; and (Bviii) has not agreed neither the Company nor any Subsidiary of the Company is a party to or is required otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement, except for such an agreement or arrangement exclusively between or among the Company and Subsidiaries of the Company or customary Tax provisions contained in commercial agreements the principal subject matter of which is not related to make Taxes; (ix) within the past three (3) years, neither the Company or any adjustments pursuant Subsidiary of the Company has been a “distributing corporation” or a “controlled corporation” in a distribution intended to 481 qualify for tax-free treatment under Section 355 of the Code; (x) neither the Company nor any Subsidiary of the Company has participated in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4 in any Tax year for which the statute of limitations has not expired; (xi) there are no Liens for Taxes on any of the assets of the Company or any or Subsidiary of the Company (except for any Liens described in clause (a) of the Internal Revenue Code or any similar provision definition of state, local or foreign law by reason of a change in accounting method initiated by Permitted Liens); (xii) neither the Company or nor any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary Subsidiary of the Company under has any Tax rulings, requests for rulings, closing agreements or other similar agreements in effect or filed with any Governmental Authority, and (Axiii) Treas. Reg. 1.1502-6 (or comparable provisions neither the Company nor any Subsidiary of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The the Company has received any notice from a jurisdiction in which it does not made file a Tax Return that it is required to file any payments, is obligated Tax Return or pay any Taxes in such jurisdiction. This Section 3.9 (and so much of Section 3.10 as it relates to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G Taxes) constitutes the sole and exclusive representation and warranty of the Internal Revenue Code. For purposes of this Section 4.14:Company regarding Tax matters.

Tax Matters. The Company and each subsidiary (a) Except as set forth in Schedule 2.13 of the CALIPSO Disclosure Schedule: (i) CALIPSO has filed ------------ or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other Tax Returns (as defined herein) with respect to Taxes (as defined herein) of CALIPSO and all Tax Returns were in all material respects true, complete and correct; (ii) all Taxes with respect to CALIPSO have been paid in full or have been provided for in accordance with GAAP on CALIPSO's most recent balance sheet which it is part of the CALIPSO SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other Tax Returns required to file under applicable lawsbe filed by or with respect to CALIPSO; all such (iv) to the Knowledge of CALIPSO none of the Tax Returns are true of or with respect to CALIPSO is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other Taxes has been assessed with respect to CALIPSO which has not been abated or paid in full. CALIPSO has furnished or made available to KFI complete and accurate copies of all income and franchise tax returns, and the amendments thereto, filed by CALIPSO for all taxable years ending on or after May 31, 1994. All Taxes due and payable by CALIPSO have been paid. There are no Liens of any kind upon or with respect to any assets or properties of CALIPSO, including without limitation, any Lien for any tax. CALIPSO is not and has never been prepared in compliance with all applicable laws; the Company a member of any affiliated, combined, consolidated, unitary or similar group. CALIPSO has withheld and paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have been withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from in connection with amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third parties; party. CALIPSO does not expect any taxing authority to assess any additional Taxes against it or in respect of it for any tax period. There is no dispute or claim concerning any Tax liability of CALIPSO and since December 31, 1998, the charges, accruals and reserves for Taxes no issues have been raised in any examination by any taxing authority with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:CALIPSO.

Tax Matters. The Company (a) Except as set forth on the attached Schedule 5.10, HI, each Subsidiary, and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has HI, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither HI, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company HI and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, HI and its Subsidiaries have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been made filed by a taxing authority in a jurisdiction where HI, each Subsidiary and each Affiliated Group shall not exceed the Company does not file recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of HI and its Subsidiaries have been audited and closed for all tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are years through June 30, 1995; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company HI, any Subsidiary or any subsidiary; Affiliated Group, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary HI from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or of, claims concerning the CompanyHI's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ (a) Except as set forth on Schedule 7.9, (i) all Tax Returns which it is Taxes relating to the Management Business required to file under applicable lawsbe paid through the date hereof have been paid and all returns, declarations of estimated Tax, Tax reports, information returns and statements required to be filed in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to any Taxes with respect to any income, properties or operations of the Management Company prior to the date hereof (collectively, "Management Company Returns") have been duly filed; (ii) as of the time of filing, the Management Company Returns correctly reflected in all such Tax material respects (and, as to any Management Company Returns are true not filed as of the date hereof, will correctly reflect in all material respects) the facts regarding the income, business, assets, operations, activities and accurate status of the Management Business and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are other information required to be shown on a Tax Returntherein; (iii) and have withheld and paid over all Taxes relating to the appropriate taxing authorities operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (x) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which it is required no Management Company Returns have yet been filed and for any periods that begin on or before the Management Company Balance Sheet Date and end after the Management Company Balance Sheet Date to withhold from amounts paid the extent such Taxes are attributable to the portion of any such period ending on the Management Company Balance Sheet Date and (y) provision has been made for all Taxes payable for any periods that end on or owing before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to the extent such Taxes are attributable to the portion of any employee, stockholder, creditor or other third partiessuch period ending on such date; and since December 31, 1998, the charges, accruals and reserves for Taxes (v) no tax liens have been filed with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities assets of the Management Business, and there are no pending tax audits of any Management Company if its current tax year were treated as ending on Returns relating to the date hereof. No claim Management Business; and (vi) no deficiency or addition to Taxes, interest or penalties for any Taxes relating to the operation of the Management Business has been made by a taxing authority proposed, asserted or assessed in a jurisdiction where writing (or any member of any affiliated or combined group of which the Company does not file tax returns that the Management Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 previous operator of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of Management Business was a member for which the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Management Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawcould be liable), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company (a) (i) Parent has duly and each subsidiary has timely filed ------------ all Tax Returns which it is are required to file under applicable lawsbe filed by it, and has paid all Taxes (whether or not shown on such Tax Returns) which have become due; (ii) all such Tax Returns are true true, correct and complete and accurate and in all respects; (iii) there is no Action, pending or proposed in writing, with respect to Taxes of Parent; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been prepared waived or extended, which waiver or extension is in compliance effect; (v) Parent has complied in all respects with all applicable laws; Laws relating to the Company reporting, payment, collection and withholding of Taxes and has paid all Taxes due duly and owing by it timely withheld or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and collected, paid over to the appropriate taxing authorities applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Parent; (vi) Parent has (A) properly collected all sales Taxes required to be collected in the time and manner required by applicable Law and remitted all such sales Taxes to the applicable Taxing authority in the time and in the manner required by applicable Law and properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes; (vii) there is required to withhold no outstanding request for a ruling from amounts paid any Taxing Authority, request for consent by a Taxing Authority for a change in a method of accounting, subpoena or owing to request for information by any employee, stockholder, creditor Taxing Authority or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes agreement with any Taxing Authority with respect to the Company Parent; (including viii) there is no Lien (other than Permitted Liens) for Taxes upon any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities assets of the Company if its current tax year were treated as ending on the date hereof. No Parent; (ix) no claim has ever been made by a taxing authority Taxing Authority in a jurisdiction where the Company does Parent has not file tax returns paid any Tax or filed Tax Returns, asserting that the Company or any subsidiary Parent is or may be subject to taxation Tax in such jurisdiction, Parent is not nor has it ever been subject to Tax in any country other than the respective countries of incorporation or formation of Parent members by virtue of having a permanent establishment or other place of business in that jurisdiction. There country, and the members of Parent are no foreignand have always been tax residents solely in their respective countries of incorporation or formation; (x) Parent has provided to Company true, federalcomplete and correct copies of all Tax Returns relating to, state or local tax audits or administrative or judicial proceedings pending or being conducted and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period since its formation; (xi) there is no outstanding power of attorney from Parent authorizing anyone to act on behalf of Parent in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of Parent; (xii) the Company Parent is not, and has never been, a party to any Tax sharing, Tax indemnity or any subsidiaryTax allocation Contracts ; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (Axiii) Parent has not executed or entered into been a closing agreement pursuant to 7121 member of an “affiliated group” within the meaning of Section 1504(a) of the Internal Revenue Code or filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xiv) Parent has no liability for the Taxes of any predecessor provision thereof other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateapplicable Law), local (2) as a transferee or foreign lawsuccessor or by contract (other than contracts entered into in the ordinary course of business the principal subject matter of which is not Taxes) or (3) otherwise by operation of applicable Law; and (Bxv) no issue has been raised in writing by a Taxing Authority in any prior Action relating to the Parent with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Parent for any other period; (xvi) Parent has not agreed requested any extension of time within which to or is required to make file any adjustments pursuant to 481 Tax Return, other than extensions obtained in the ordinary course of business, which Tax Return has since not been filed; (axvii) the Parent has not disclosed on its Tax Returns any Tax reporting position taken in any Tax Return which could result in the imposition of penalties under Section 6662 of the Internal Revenue Code (or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawLaw), ; (Bxviii) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company the Parent is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (xix) the Parent has not been a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments “reportable transaction” or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G “listed transaction” as defined in Section 6707A(c) of the Internal Revenue Code. For purposes of this Code and Treasury Regulations Section 4.14:1.6011-4(b).

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable lawsdue date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all such Tax Returns are true and accurate and has been prepared material respects in compliance with all applicable lawsLegal Requirements; and (iii) have been provided or made available to MWKI. All Taxes owed by the Company has have been withheld and paid all Taxes due and owing by it or any subsidiary (when due, whether or not such Taxes amounts are required to be shown on a any Tax Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) and have to pay any Tax. The Company has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, creditor or other third parties; party, and since December 31, 1998, the charges, accruals all forms and reserves for Taxes statements required with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has thereto have been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; properly completed and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:timely filed.

Tax Matters. The Company and each subsidiary has filed ------------ 5.22.1 Except as set forth on Schedule 5.22.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the (b) all material Taxes of each Acquired Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquired Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company's property or any subsidiaryassets other than Permitted Liens; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The Company and each subsidiary has filed ------------ all (i) (A) All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Returnfiled (taking into account any extensions of time within which to file) by or with respect to PNB and its Subsidiaries have withheld and paid over to the appropriate taxing authorities been duly filed, (B) all Taxes which it is required due have been paid in full, (C) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (D) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to withhold from amounts paid in clause (A) are currently pending, and (E) no waivers of statutes of limitation have been given by or owing requested with respect to any employee, stockholder, creditor Taxes of PNB or other third parties; its Subsidiaries. PNB has made available to Western true and since correct copies of the United States federal income Tax Returns filed by PNB and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998, the charges, accruals and reserves for Taxes 1997. Neither PNB nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the Company (including any provisions for deferred income taxes) reflected on the books end of the Company are adequate most recent period covered by PNB's Regulatory Documents filed prior to cover any Tax liabilities the date hereof in excess of the Company if its current tax year were treated as ending amounts accrued with respect thereto that are reflected in the financial statements included in PNB's Regulatory Documents filed on or prior to the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or Neither PNB nor any of its subsidiaries Subsidiaries is a party to any Tax allocation or sharing agreement, is or has any knowledge that been a member of an affiliated group filing consolidated or combined Tax returns (other than a group the IRS has proposed any such adjustment common parent of which is or change in accounting method, was PNB) or otherwise has any application pending with liability for the Taxes of any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations person (other than PNB and its Subsidiaries). As of the Company. The Company date hereof, neither PNB nor any of its Subsidiaries has not been any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a United States real property holding corporation reorganization within the meaning of 897(c)(2) Section 368 of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) the Company and each subsidiary has its Subsidiaries have timely filed ------------ or caused to be filed all Tax Returns which it is required to file under applicable lawsbe filed by the Company and its Subsidiaries by the date hereof; (ii) all such Tax Returns are true true, complete and accurate and has been prepared in compliance with all applicable lawsmaterial respects; the Company has paid (iii) all Taxes due and owing payable by it or any subsidiary the Company and its Subsidiaries (whether or not such Taxes are shown or required to be shown on a any Tax Return) have been paid, and have the Company and each of its Subsidiaries has withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; (iv) the unpaid Taxes of the Company and since December 31, 1998, its Subsidiaries did not as of the charges, accruals and reserves date of the most recent financial statements exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet contained in such financial statements (rather than in any notes thereto); (v) neither the Company nor any of its Subsidiaries has requested or been granted an extension of time for filing any Tax Return which has not yet been filed; (vi) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date hereof the time in which any Tax may be assessed or collected by any taxing authority; (vii) neither the Company nor any of its Subsidiaries has received written notice of any action, suit, proceeding, investigation, claim or audit against, or with respect to the Company to, any Taxes (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary its Subsidiaries is or may be subject to taxation Taxes assessed by that such jurisdiction. There ); (viii) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Encumbrances for Taxes (other than Encumbrances for Taxes not yet due and payable) upon any of the assets of the Company or any subsidiaryof its Subsidiaries; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by (ix) neither the Company or nor any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company of its Subsidiaries has (A) has not executed been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or entered into a closing agreement pursuant to 7121 (B) any liability for the Taxes of any Person (other than any of the Internal Revenue Code Company and its Subsidiaries) under Treasury Regulation §1.1502-6 (or any predecessor similar provision thereof of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; and (BC) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code intercompany transactions or any excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign law by reason of a change in accounting method initiated by income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date; and (xi) neither the Company or nor any of its subsidiaries or Subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting methoddistributed stock of another Person, or has any application pending with any taxing authority requesting permission for any changes had its stock distributed by another Person, in accounting methods a transaction that relate was purported or intended to the business be governed in whole or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue in part by Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (§355 or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Code §361.

Tax Matters. The Except as set forth on Schedule 3.16: (i) the Company and each subsidiary has timely filed ------------ all Tax Returns which it is required to file under applicable lawshave been filed by it; (ii) all such Tax Returns are true and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; (iii) the Company has paid all Taxes owed by it which were due and owing by it or any subsidiary payable (whether or not such Taxes are required to be shown on a any Tax Return); (iv) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to Taxes included within the Financial Statements are accurate; (v) the Company has complied with all applicable Laws relating to Tax; (including any provisions for deferred income taxesvi) reflected on the books of the Company are adequate is not currently the beneficiary of any extension of time within which to cover file any Tax liabilities of Return; (vii) there is no current Action against the Company if its current tax year were treated as ending on the date hereof. No claim has been made in writing by a taxing authority Governmental Authority in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There ; (viii) there are no foreign, federal, state pending or local tax ongoing audits or administrative assessments of the Company’s Tax Returns by a Governmental Authority; (ix) the Company has not requested or judicial proceedings pending received any ruling from, or being conducted signed any binding agreement with, any Governmental Authority, that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax deficiency has been asserted in writing against or with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityGovernmental Authority which Tax remains unpaid; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by (xii) the Company has collected or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is withheld all Taxes currently required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code be collected or any similar provision of statewithheld by it, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any and all such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate Taxes have been paid to the business appropriate Governmental Authorities or operations of set aside in appropriate accounts for future payment when due; (xiii) the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) granted or is subject to, any waiver of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable limitations for the Taxes assessment of another person that is not a subsidiary of Tax for any currently open taxable period; (xiv) the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax Tax allocation, sharing agreement. The or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes of another Person, whether by applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (xv) neither the Company has not made nor any paymentsof its former, current or future equity holders is obligated required to make payments include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder; (xvi) there is a party no Contract or employee benefit plan covering any Person that, individually or collectively, could give rise to an agreement that could obligate it to make the payment of any payments amount that would not be deductible under by the Company by reason of Section 280G or Section 162(m) of the Internal Revenue Code. For purposes , and no arrangement exists pursuant to which the Company or its Affiliate will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvii) the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations Section 1.6011-4; (xviii) no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; (xix) the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; (xx) the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Section 4.14:Agreement will not have any material and adverse effect on such compliance; (xxi) no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and (xxii) there has not been any change in Tax accounting method by the Company and the Company has not received a ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact on Taxes of the Company or the equity holders of the Company following the Closing.

Tax Matters. The Except as would not reasonably be expected to have a Material Adverse Effect on the Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Subsidiaries (taken as a whole), the Company has paid and the Subsidiaries have timely filed all Taxes due federal, provincial, local and owing by it or any subsidiary (whether or not such Taxes foreign tax returns which are required to be shown on a Tax Return) filed and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; the Company and the Subsidiaries have established on their books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Company or the Subsidiaries except for taxes not yet due, and there are no examination, audits or other proceedings of any of the tax returns of the Company or the Subsidiaries which are known by the Company’s management to be pending, and the Company has withheld or collected all amounts required to be withheld or collected by it on account of taxes and paid over has remitted all such amounts to the appropriate taxing authorities all Taxes Governmental Entity (as defined below) when required by law to do so, and there are no claims which it is required to withhold from amounts paid have been or owing may be asserted relating to any employeesuch tax returns which, stockholderif determined adversely, creditor or other third parties; and since December 31, 1998, would result in the charges, accruals and reserves for Taxes with respect to the Company (including assertion by any provisions for deferred income taxes) reflected governmental agency of any deficiency which would have a Material Adverse Effect on the books properties, business or assets of the Company are adequate to cover any Tax liabilities of and the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company Subsidiaries (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) taken as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The whole); the Company is not a party to any tax indemnification, allocation or sharing agreementagreement (other than any contractual obligation that does not principally relate to taxes) with respect to any taxes that could give rise to a payment or indemnification obligation to any person other than the Company or any of the Subsidiaries. The Company has not made no liability for taxes of any payments, is obligated to make payments person (other than the Company or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue CodeSubsidiaries) under any tax legislation, as a transferee or successor, or otherwise other than any contractual obligation that does not principally relate to taxes. For purposes of this Section 4.14:“Governmental Entity” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities and the TSX and the NASDAQ.

Tax Matters. The Company and each subsidiary has filed ------------ all (i) All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid filed by or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company Metropolitan and its Subsidiaries have been duly filed, (including any provisions for deferred income taxesii) reflected all Taxes shown to be due on the books of the Company are adequate Tax Returns referred to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has in clause (i) have been made by a taxing authority paid in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignfull, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, (iii) except as disclosed abovePreviously Disclosed, no written notice indicating an intent the Tax Returns referred to open an audit or other review has in clause (i) have been received examined by the Company IRS or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (Bvi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Metropolitan or its Subsidiaries. Metropolitan has not agreed made or will make available to or is required to make any adjustments pursuant to 481 (a) Sky true and correct copies of the Internal Revenue Code United States federal income Tax Returns filed by Metropolitan and its Subsidiaries for each of the three most recent fiscal years ended on or any similar provision of statebefore December 31, local or foreign law by reason of a change in accounting method initiated by the Company or 2001. Neither Metropolitan nor any of its subsidiaries or Subsidiaries has any knowledge liability with respect to income, franchise or similar Taxes that accrued on or before the IRS has proposed end of the most recent period covered by the Metropolitan SEC Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Metropolitan SEC Documents filed on or prior to the date hereof ("Metropolitan's Financial Statements"). As of the date hereof, neither Metropolitan nor any such adjustment or change in accounting method, or of its Subsidiaries has any application pending with reason to believe that any taxing authority requesting permission for any changes in accounting methods conditions exist that relate to might prevent or impede the business or operations of the Company. The Company has not been Merger from qualifying as a United States real property holding corporation reorganization within the meaning of 897(c)(2Section 368(a) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary of its Subsidiaries has accurately and timely prepared in all material respects and filed ------------ all Tax Returns material tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by it, except for taxes which it is required to file under applicable laws; all such Tax Returns are true reasonably disputes in good faith and accurate for which appropriate reserves have been established on the Company’s books and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the records. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company in respect of taxes for all fiscal periods are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that all material respects, and there are no material unpaid assessments against the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignof its Subsidiaries nor, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any subsidiary; no information related to Tax matters has been requested fiscal period or audits by any foreign, federal, state or local taxing authority; and, authority except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or for any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) assessment which has not executed or entered into had and could not reasonably be expected to have a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateCompany Material Adverse Effect taken as a whole. Except as would be not be material, local or foreign law; all taxes and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by other assessments and levies that the Company or any of its subsidiaries Subsidiaries is required to withhold or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission to collect for any changes in accounting methods that relate payment have been duly withheld and collected and paid to the business proper Governmental Authority or operations third party when due. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or Properties. Except as described in the Company SEC Documents, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity. To the Company’s Knowledge, (i) no limitations under Section 382 or 383 of the Code or Treasury Regulations Section 1.1502-15 or- 21 apply to the use of the Company. The Company has ’s and any of its Subsidiaries’ net operating loss carryforwards, unrealized built-in losses, tax credits, capital loss carryforwards or other tax attributes for U.S. federal income tax purposes at the time of the Closing and (ii) the transactions contemplated by this Agreement and the other Transaction Documents (as if such transactions had occurred immediately after the Closing Date) will not been a United States real property holding corporation within the meaning of 897(c)(2cause an “ownership change” (as defined by Section 382(g) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Except as has not had and is not reasonably likely to have, individually or collectively, a Material Adverse Effect, the Company and each subsidiary has its subsidiaries have filed ------------ all Tax Returns which it is tax returns required to file under applicable laws; all such Tax Returns be filed, which returns are true and accurate correct in all material respects, and has been prepared in compliance with all applicable laws; the Company has and its subsidiaries have paid in full all Taxes federal, state, local an other net income, gross income, gross receipts, sales, use, ad valorem, value added, intangible unitary, capital gains, transfer, franchise, profits, license, permit, lease, service, service use, withholding, backup withholding, payroll employment, estimated, excise, severance stamp, occupation, premium, property, prohibited transaction, windfall, or excess profits, customs, duties, or other taxes, fees, assessment or charges of any kind whatsoever, together with any penalties and interest, assessments, fees and other charges, addition to tax or additional amount with respect thereto due and owing by it to any governmental or quasi-governmental authority and has discharged any obligations for payment of the foregoing under any tax sharing, tax indemnity or other arrangement binding upon the Company or its subsidiaries, other than those being contested in good faith and for which adequate reserves have been provided for in the June 30 Balance Sheet. Neither the Company nor any of its subsidiaries has received notice that the Internal Revenue Service (IRS) or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate other taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to authority has asserted against the Company or its subsidiaries any deficiency or claim for additional taxes, and no issues have been raised (including and are currently pending) by any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file connection with any tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated return filed by the Company or any of its subsidiaries which have had or are reasonably likely to have, individually or collectively, a Material Adverse Effect. Neither the Company nor any of its subsidiaries has any knowledge received notice that the IRS has proposed any such adjustment it is or change may be subject to tax in accounting method, or has any application pending with any taxing authority requesting permission for any changes a jurisdiction in accounting methods that relate to the business or operations of the Company. The Company which it has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has filed or does not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any currently file tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:returns.

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing be filed by or on behalf of it or any subsidiary of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether or not such Taxes are required to be shown have been assessed) have been paid in full or have been adequately provided for on a Tax Returnits consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid been proposed, threatened, asserted or owing to any employee, stockholder, creditor assessed in writing against or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books Taxes due by or Tax Returns of the Company are adequate to cover any Tax liabilities of the Company if it or its current tax year were treated as ending on the date hereofSubsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been made by a taxing authority threatened in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested writing by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authorityGovernmental Authority. There are no material unresolved questions Liens for Taxes upon the assets of it or claims concerning its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the Company's case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which isItaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax liability. The Company Return or (Aii) has not executed or entered into a closing agreement pursuant to 7121 any material liability for Taxes of any other Person arising from the Internal Revenue Code or application of any predecessor provision thereof or any similar provision of federal state, local or foreign law; and (B) has not agreed to Law that imposes joint or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason several liability on members of a change in accounting method initiated by the Company consolidated or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting methodaffiliated group, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract contract, or indemnity or (D) otherwise. The Company is not a party to Neither it nor any tax sharing agreement. The Company has not made any payments, is obligated to make payments or of its Subsidiaries is a party to an a Tax sharing, indemnification or similar agreement that could obligate or any agreement pursuant to which it or any of its Subsidiaries has any obligation to make any payments that would not Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be deductible under 280G withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the Internal Revenue Code. For purposes of this Section 4.14:assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. The Company and each subsidiary of its subsidiaries has filed ------------ when due (taking account of extensions) all Tax Returns (as defined below) relating to Federal income taxes, and all other material Tax Returns, which it is has been required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due shown on those returns to be due. Those Tax Returns are true, correct and owing complete in all material respects and accurately reflect the income, gains, losses, deductions, credits and Taxes required to have been reported or paid, except to the extent of items which may be disputed by it applicable taxing authorities but for which there is substantial authority to support the position taken by the Company or any the subsidiary (whether or not such Taxes and which have been adequately reserved against in accordance with GAAP on the balance sheet at March 31, 2003 included in the March 10-Q. The Company has maintained all documents, books and records as are required to be maintained by it and its subsidiaries under applicable Tax laws. Except as shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books in Section 3.10 of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignDisclosure Letter, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) no waiver or consent regarding the application of the Internal Revenue Code statute of limitations or any similar provision extension of state, local or foreign law by reason of a change in accounting method initiated time given by the Company or any of its subsidiaries for completion of the audit of any of its Federal income Tax Returns or other material Tax Returns is in effect, (b) no tax lien has been filed by any knowledge taxing authority against the Company or any of its subsidiaries or any of their assets relating to Taxes, penalties and interest in excess of $100,000 in any instance, or $1,000,000 in aggregate, (c) no Federal income Tax Return, or material state, local or foreign Tax Return, of the Company or any subsidiary, is the subject of a pending audit or other administrative proceeding or court proceeding, (d) except as shown in Section 3.10 of the Company Disclosure Letter, neither the Company nor any subsidiary is a party to any agreement providing for the allocation or sharing of Taxes (other than agreements solely between the Company and its direct or indirect wholly owned subsidiaries or among direct or indirect wholly owned subsidiaries of the Company), (e) neither the Company nor any subsidiary has participated in or cooperated with an international boycott as that term is used in Section 999 of the IRS Code, (f) the liabilities and reserves for Taxes reflected in the consolidated balance sheet at March 31, 2003 included in the March 10-Q cover all Taxes for all periods ended at or prior to the date of such balance sheet and have been determined in accordance with GAAP and there is no material liability for Taxes for any period beginning after the date of such balance sheet other than Taxes arising in the ordinary course of business, including Tax liabilities assumed or incurred in the purchase of real estate in the ordinary course of business which are not material in the aggregate, (g) no event, transaction, act or omission has occurred which could result in the Company’s becoming liable to pay or to bear any Tax as a transferee, successor or otherwise which is primarily or directly chargeable or attributable to any other person, firm or company, and the Company has no actual or contingent liability (whether by reason of any indemnity, warranty or otherwise) to any other person in respect of any actual, contingent or deferred liability of such person for Taxes, (h) the Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the Internal Revenue Service (the “IRS”) has not proposed any such adjustment or change in accounting method, (i) the Company and each of its subsidiaries which have been treated as partnerships or has any application pending with any taxing authority requesting permission disregarded entities for any changes federal or state Tax purposes have been properly so classified for each taxable year beginning in accounting methods that relate to or after 1985, (j) the business or operations of the Company. The Company has not been a United States real property holding corporation within satisfied the meaning requirements of 897(c)(2Section 7704(c) of the Internal Revenue Code during for each year beginning after December 31, 1987, and (k) the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(fSection 7704(g)(2) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For the purposes of this Section 4.14:Agreement, the term “Taxes” means all taxes (including, but not limited to, withholding taxes), assessments, fees, levies and other governmental charges, and any related interest or penalties. For the purposes of this Agreement, the term “Tax Return” means any report, return or other tax-related information required to be supplied to a taxing authority or to Unitholders or their assignees in connection with Taxes.

Tax Matters. The Company and each subsidiary has filed ------------ all (i) All Tax Returns which it is that are required to file under applicable laws; be filed by or with respect to Security and its subsidiaries have been duly and timely filed, and all such Tax Returns are true true, correct and accurate complete (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have not been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority, and no such examination has been prepared threatened (iv) except for Tax Returns for fiscal years ended on or after December 31, 1995, the period for assessment of the Taxes in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not respect of which such Taxes are Tax Returns were required to be shown filed has expired, (v) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (vi) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vii) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Security or its subsidiaries. Security has made or will make available to Farmers true and correct copies of the United States federal income Tax Returns filed by Security and its subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1999. Neither Security nor any of its subsidiaries has any liability with respect to Taxes that accrued on or before the end of the most recent period covered by the Security SEC Documents in excess of the amounts accrued with respect thereto that are reflected in the Security SEC Documents. As of the date hereof, neither Security nor any of its subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a Tax Returnreorganization within the meaning of Section 368(a) of the Code. Security and its subsidiaries have withheld or collected and paid over to the appropriate taxing governmental authorities or are properly holding for such payment all Taxes which it is required by law to withhold from amounts paid be withheld or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdictioncollected. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Liens for Taxes upon the Company assets of Security or any subsidiary; no information related to Tax matters of its subsidiaries, other than Liens for current Taxes not yet due and payable. Neither Security nor any of its subsidiaries has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to make, or is required to make make, any adjustments pursuant to 481 (aadjustment under Section 481(a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or Code. Neither Security nor any of its subsidiaries is a party to any agreement, contract, arrangement or plan that has any knowledge that the IRS has proposed any such adjustment or change in accounting methodresulted, or has any application pending with any taxing authority requesting permission for any changes could result, individually or in accounting methods that relate to the business or operations aggregate, in the payment of the Company. The Company has not been a United States real property holding corporation "excess parachute payments" within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under Section 280G of the Internal Revenue Code. For purposes Neither Security nor any of this its subsidiaries has ever been a member of an affiliated group of corporations, within the meaning of Section 4.14:1504 of the Code, other than an affiliated group of which Security is or was the common parent corporation.

Tax Matters. With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Member shall be permitted to take any and all actions under the TEFRA Audit Rules and shall have any powers necessary to perform fully in such capacity. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules). The Company shall file as a partnership for federal, state, provincial and each subsidiary has filed ------------ local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Company, shall be made by the Applicable Tax Returns which it is required Representative, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Applicable Tax Representative. The Applicable Tax Representative shall keep the other Members reasonably informed as to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; any tax actions, examinations or proceedings relating to the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over shall submit to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid other Members, for their review and comment, any settlement or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes compromise offer with respect to the Company (including any provisions for deferred income taxes) reflected on the books disputed item of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company income, gain, loss, deduction or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax law as a result of the Company’s activities or investments, with respect to such Fiscal Year. The Company has not been a United States real property holding corporation within also shall provide the meaning Members with such other information as may be reasonably requested for purposes of 897(c)(2allowing the Members to prepare and file their own tax returns. The Company shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes purpose of another person that is not a subsidiary allocating or specifically allocating items of income, gain, loss, deduction and expense of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party for federal income tax purposes to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G account for the varying interests of the Internal Revenue Code. For purposes of this Section 4.14:Members for the Fiscal Year.

Tax Matters. There are no foreign, federal, state, county or local taxes due and payable by the Company which have not been paid. Any liability of the Company for taxes not yet due and payable, or which are being contested in good faith, has been provided for on the Balance Sheet in accordance with GAAP. The Company has duly filed all federal, state, county and each subsidiary has filed ------------ all Tax Returns which it is local tax returns required to file under have been filed by the Company and there are in effect no waivers of applicable laws; statutes of limitations with respect to taxes for any year. Except for a sales and use tax audit in 2001, all such Tax Returns are true and accurate and has amounts owing as a result of which have been prepared in compliance with all applicable laws; paid as of the date hereof, the Company has paid all Taxes due and owing by it not been subject to a federal or state tax audit of any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31kind. Since January 1, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No no claim has been made by a taxing any tax authority in a jurisdiction where the Company does not currently file a tax returns return that the Company or any subsidiary is or may be subject to taxation tax by that such jurisdiction. There are is no foreignaction, federalsuit, state proceeding, investigation, audit or local tax audits claim now pending against, or administrative or judicial proceedings pending or being conducted with respect to, the Company in respect of any tax or assessment, nor is any claim for additional tax or assessment asserted by any tax authority. The Company has withheld and paid all material taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). The Company has delivered in writing pursuant to Landmark's due diligence request list a report that accurately sets forth the regular and alternative minimum tax net operating loss and other carryovers available to the Company or any subsidiary; no information related Company. As of the Closing Dates, and except for giving effect to Tax matters has been requested by any foreignthe transactions contemplated hereby, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the ability of the Company or any subsidiary from any foreignto use such carryovers will not have been affected by Sections 382, federal, state 383 or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 384 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) by the SRLY limitations of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations consolidated return regulations under Section 1502 of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an any election under Section 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. Each of the Company and the Subsidiaries has timely ----------- filed all tax returns and reports (federal, state and local) as required by law. These returns and reports are true and correct in all material respects. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has Subsidiary have paid all Taxes due taxes and owing other assessments due, except those contested by it or any subsidiary (whether or not such Taxes them in good faith and which are required to be shown on a Tax Return) and have withheld and paid over to described in Section 3.10 of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves Disclosure Letter. The provision for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books taxes of the Company are or the Subsidiaries as shown in the Financial Statements is adequate to cover any Tax liabilities for taxes due or accrued as of the Company if its current tax year were treated as ending on the date hereofthereof. No claim has been made by a taxing authority in a jurisdiction where Neither the Company does not file tax returns that the Company or nor any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters Subsidiary has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement elected pursuant to 7121 of the Internal Revenue Code of 1986, as amended ("CODE"), to be treated as an S corporation or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments a collapsible corporation pursuant to 481 (aSection 1362(a) or Section 341(f) of the Internal Revenue Code, nor have they made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or any similar provision amortization) that would have a material effect on the business, properties, prospects, or financial condition of state, local or foreign law by reason of a change in accounting method initiated by the Company and the Subsidiaries, taken as a whole. Neither the Company nor the Subsidiaries has ever had any tax deficiency proposed or assessed against it, nor have they executed any waiver of its subsidiaries any statute of limitations on the assessment or has collection of any knowledge that the IRS has proposed any such adjustment tax or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations governmental charge. None of the Company's or the Subsidiaries' federal income tax returns and none of their state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties, and operations for such period. The Company has and the Subsidiaries have withheld or collected from each payment made to each of its employees, the amount of all taxes, including, but not been limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and have paid the same to the proper tax receiving officers or authorized depositaries. Neither the Company nor any Subsidiary is a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to and any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:regulations promulgated thereunder.

Tax Matters. The Except for those matters disclosed on Section 3.10 of the Company Disclosure Schedule: (i) each of the Company and each subsidiary its Subsidiaries has timely filed, or has caused to be timely filed ------------ on its behalf (taking into account any extension of time within which to file), all Income Tax Returns which it is or other material Tax Returns required to file under applicable laws; be filed by it, and all such filed Tax Returns are true correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the Company has paid (ii) all income or other material Taxes due and owing by it or any subsidiary (whether or not such Taxes are required shown to be shown due on a such Tax ReturnReturns) have been timely paid and have each of the Company and its Subsidiaries has withheld and paid over to the appropriate taxing authorities Governmental Authority all material Taxes which it is required to withhold from amounts paid or owing to any employee, stockholdershareholder, creditor or other third partiesparty; and since December 31, 1998, (iii) neither the charges, accruals and reserves Company nor any of its Subsidiaries has requested or been granted an extension of the time for Taxes filing any Income Tax Return or other material Tax Return which has not yet been filed; (iv) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date of this Agreement the time in which any Income Tax or other material Tax may be assessed or collected by any Governmental Authority; (v) no deficiency with respect to income or other material Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved in the Balance Sheet; (vi) no audit or other administrative or court proceedings are being conducted or pending with any Governmental Authority with respect to income or other material Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received; (vii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group of which the Company is the common parent (the “Company Group”), or (B) has any Liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or foreign Law) (other than members of the Company Group); (viii) neither the Company nor any of its Subsidiaries has distributed stock of another Person in a transaction that was intended to be governed by Code §355 in the two years prior to the date of this Agreement or as part of a plan in conjunction with the Transactions contemplated by this Agreement; (ix) neither the Company nor any of its Subsidiaries has participated in, or is currently participating in, any “reportable transaction” for purposes of Treasury Regulation §1.6011-4(b) (including any provisions “listed transaction” for deferred income taxespurposes of Treasury Regulation §1.6011-4(b)(2)); (x) reflected neither the Company nor any of its Subsidiaries is a party to any agreement, the principal purpose of which is to share or allocate Taxes between the Company or any of its Subsidiaries, on the books one hand, and a third party, on the other hand; (xi) neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for any taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date; (xii) as of the date hereof, the Company is not a “United States real property holding corporation” within the meaning of Code Section 897(c); (xiii) there are no Liens for material Taxes upon any of the assets of the Company are adequate to cover any Tax liabilities of the Company if or its Subsidiaries except Liens for current tax year were treated as ending on the date hereof. No Taxes not yet due and payable; and (xiv) since July 31, 2005, no written claim has been made by a taxing authority any Governmental Authority in a jurisdiction where the Company or its Subsidiaries does not file tax returns a Tax Return that the Company or any subsidiary it is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state jurisdiction which has resulted or local tax audits or administrative or judicial proceedings pending or being conducted with respect would reasonably be expected to the Company or any subsidiary; no information related result in an obligation to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no pay material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Taxes.

Tax Matters. The Company and its subsidiaries have filed all Tax Returns, and these Tax Returns are true, correct, and complete in all material respects. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has (i) have paid all Taxes that are due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any such subsidiary is for the periods covered by the Tax Returns or may be subject (ii) have duly and fully provided reserves adequate to taxation by that jurisdictionpay all Taxes in accordance with GAAP. There are no foreignNo agreement as to indemnification for, federalcontribution to, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to payment of Taxes exists between the Company or any subsidiary; no information related , on the one hand, and any other Person, on the other, including pursuant to any Tax matters sharing agreement, lease agreement, purchase or sale agreement, partnership agreement or any other agreement not entered into in the ordinary course of business. Neither the Company nor any of its subsidiaries has any liability for Taxes of any Person (other than the Company or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), or as a transferee or successor, by contract or otherwise. Since the date of the Company's most recent Financial Statements, the Company has not incurred any liability for Taxes other than in the ordinary course of business consistent with past practice. Neither the Company nor its subsidiaries has been requested advised (a) that any of its Tax Returns have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its subsidiaries has knowledge of any Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) 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 Internal Revenue Code) in conjunction with the purchase of the Shares. “Tax” or “Taxes” means any foreign, federal, state or local taxing authority; andincome, except as disclosed abovegross receipts, no written notice indicating an intent to open an audit license, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other review has been received by similar tax, governmental fee, governmental assessment or governmental charge, including any interest, penalties or additions to Taxes or additional amounts with respect to the Company foregoing. “Tax Returns” means all returns, reports, or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is statements required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending be filed with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party respect to any tax sharing agreement. The Company has not made Tax (including any paymentselections, is obligated to make payments notifications, declarations, schedules or is a party to an agreement that could obligate it to make attachments thereto, and any payments that would not be deductible under 280G amendment thereof) including any information return, claim for refund, amended return or declaration of the Internal Revenue Code. For purposes of this Section 4.14:estimated Tax.

Tax Matters. The Company (a) Parent and each subsidiary has of its Subsidiaries have (i) filed ------------ all federal, state, local and foreign Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be filed by them (taking into account extensions), (ii) paid or accrued all Taxes shown to be due on such Returns or which are otherwise due and payable and (iii) paid or accrued all Taxes for which a Tax Returnnotice of assessment or collection has been received, except in the case of clause (i), (ii) or (iii) for any such filings, payments or accruals which do not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, or to the knowledge of Parent, is threatening to assert any claims for Taxes, against Parent or any of its Subsidiaries which claims, if determined adversely to Parent or such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect on Parent. Parent and each of its Subsidiaries have withheld or collected and paid over to the appropriate taxing authorities Governmental Entities (or are properly holding for such payment) all Taxes required by Law to be withheld or collected, except for amounts which it is required to withhold from amounts paid do not, individually or owing in the aggregate, have a Material Adverse Effect on Parent. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any employee, stockholder, creditor material Tax Return of Parent or other third parties; and since December 31, 1998, any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has made an election under Section 341(f) of the charges, accruals and reserves Code. There are no liens for Taxes with respect upon the assets of Parent or any of its Subsidiaries (other than liens for Taxes that are not yet due), except for liens which do not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries (i) has any liability under Treasury Regulation Section 1.1502-6 or analogous state, local, or foreign law provision, except to the Company (including extent any provisions for deferred income taxes) reflected such liabilities, individually or in the aggregate, do not have a Material Adverse Effect on the books Parent, or (ii) is a party to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature with any entity other than Parent or any of its Subsidiaries that remains in effect and under which the Company are adequate to cover Parent or any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofsuch Subsidiary could have any material liability for Taxes. No claim has been made in writing by a taxing authority in a jurisdiction where the Company Parent or any of its Subsidiaries does not file tax returns Tax Returns that the Company Parent or any subsidiary of its Subsidiaries is or may be subject to taxation by that jurisdictionjurisdiction where such claim, if determined adversely to Parent or such Subsidiary, would, individually or in the aggregate have a Material Adverse Effect on Parent. There are no foreign, federal, state Neither Parent nor any of its Subsidiaries is the subject of any currently ongoing audit or local tax audits or administrative or judicial proceedings pending or being conducted examination with respect to a material amount of Taxes, nor, to the Company knowledge of Parent, has any such audit been threatened or any subsidiary; no information related to Tax matters has been requested proposed by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Except in each case where noncompliance would not have a material adverse effect on Avicena, Avicena (i) has timely and each subsidiary has properly filed ------------ or caused to be filed all Tax Returns tax returns which it is required to file under applicable laws; by any jurisdiction to which it is or has been subject, and all such Tax Returns tax returns are true true, correct and accurate and complete, (ii) has been prepared timely paid or caused to be paid in compliance with full all applicable laws; the Company has paid all Taxes taxes which are or have become due and owing by it payable to all taxing authorities with respect to such returns and period, (iii) has made or any subsidiary (whether or not such Taxes are caused to be made all withholdings of taxes required to be shown on a Tax Return) made by it, and such withholdings have withheld and either been paid over to the appropriate taxing authorities governmental agency or set aside in appropriate accounts for such purpose, and (iv) has otherwise satisfied, in all Taxes which it is required to withhold from amounts paid or owing to any employeematerial respects, stockholder, creditor or other third parties; all applicable laws and since December 31, 1998, the charges, accruals and reserves for Taxes agreements with respect to the Company (including any provisions for deferred income taxes) reflected on the books filing of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that and the Company payment of taxes. Avicena will timely and properly file or any subsidiary cause to be filed all material tax returns which it is or may will be subject required to taxation file on or before the Closing Date, all such tax returns will be true and correct and complete in all respects, and will pay or cause to be paid in full when due all taxes, if any, which become due and payable pursuant to such returns or assessments received by that jurisdictionit on or before the Closing Date. All liabilities in respect of Avicena’s tax returns have been finally determined for all taxable years up to and including the taxable year ending December 31, 2003. There are no foreignunassessed tax deficiencies or adjustments to taxable income proposed or threatened against Avicena, federalnor are there any agreements, state waivers, or local tax audits or administrative or judicial proceedings pending or being conducted other arrangements providing for extension of time with respect to the Company assessment or collection of any tax against Avicena, nor are there any agreements, waivers, or other arrangements providing for extension of time with respect to the assessment or collection of any tax against Avicena or any subsidiary; no information related actions, suits, proceedings, investigations or claims now pending against Avicena with respect to Tax matters has been requested by any foreigntax, or any matter under discussion with any federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party relating to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:taxes.

Tax Matters. The Except as set forth on the attached Taxes Schedule, (a) the Parent and the Company and each subsidiary has have timely filed ------------ all Tax Returns which it is they are required to file under applicable laws; laws and regulations, and all such Tax Returns are true complete and accurate correct and has have been prepared in compliance with all applicable lawslaws and regulations; (b) the Parent and the Company has have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are shown or required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholdershareholder, creditor or other third partiesparty, except to the extent such Taxes are being contested in good faith and appropriate reserves have been made therefore; and since December 31, 1998, (c) neither the charges, accruals and reserves for Taxes Parent nor the Company has (i) waived any statute of limitations with respect to any Taxes or agreed to any extension of time for filing any Tax Return which has not been filed or (ii) consented to extend to a date later than the date hereof the period in which any Tax may be assessed or collected by any taxing authority; (d) neither the Parent nor the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by received from any foreign, federal, state or local taxing authority; andauthority (including, except as disclosed abovebut not limited to, no written jurisdictions where the Parent or the Company has filed Tax Returns) any (i) notice indicating an intent to open an audit or other review has been received review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any taxing authority against the Parent or the Company; and (e) neither the Parent nor the Company or has any subsidiary from any pending foreign, federal, state or local taxing authorityTax audits or administrative or judicial proceedings. There are no material unresolved questions or claims concerning Neither the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by Parent nor the Company has ever been a member of an affiliated group of companies filing combined, consolidated or any of its subsidiaries unitary income or has any knowledge that franchise Tax Returns. Neither the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to Parent nor the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is and are not and, to the Parent’s and the Company’s knowledge, will not become obligated to make payments or is a party to an agreement any payments, that could obligate it to make any payments that would not will be deductible nondeductible under the Code Section 280G (or any corresponding provision of the Internal Revenue Code. For purposes of this Section 4.14:state or local income Tax law).

Tax Matters. The Company and each subsidiary has filed ------------ (a) Except as set forth on Schedule 7.9, (i) all Tax Returns which it is Taxes relating to the Management Business required to file under applicable lawsbe paid through the date hereof have been paid and all returns, declarations of estimated Tax, Tax reports, information returns and statements required to be filed in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to any Taxes with respect to any income, properties or operations of the Management Company prior to the date hereof (collectively, "Management Company Returns") have been duly filed; (ii) as of the time of filing, the Management Company Returns correctly reflected in all such Tax material respects (and, as to any Management Company Returns are true not filed as of the date hereof, will correctly reflect in all material respects) the facts regarding the income, business, assets, operations, activities and accurate status of the Management Business and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are other information required to be shown on a Tax Returntherein; (iii) and have withheld and paid over all Taxes relating to the appropriate taxing authorities operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (A) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which it is required to withhold from amounts paid no Management Company Returns have yet been filed and for any periods that begin on or owing to any employee, stockholder, creditor or other third parties; before the Management Company Balance Sheet Date and since December 31, 1998, end after the charges, accruals and reserves for Taxes with respect Management Company Balance Sheet Date to the Company (including extent such Taxes are attributable to the portion of any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as such period ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Management Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; Balance Sheet Date and (B) provision has not agreed been made for all Taxes payable for any periods that end on or before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to or is required the extent such Taxes are attributable to make the portion of any adjustments pursuant such period ending on such date; (v) no tax liens have been filed with respect to 481 (a) any of the Internal Revenue Code assets of the Management Business, and there are no pending tax audits of any Management Company Returns relating to the Management Business; and (vi) no deficiency or addition to Taxes, interest or penalties for any Taxes relating to the operation of the Management Business has been proposed, asserted or assessed in writing (or any similar provision member of state, local any affiliated or foreign law by reason combined group of a change in accounting method initiated by which the Management Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations previous operator of the Company. The Management Business was a member for which the Management Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawcould be liable), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company has duly and each subsidiary has timely filed ------------ all Tax Returns which it is income, excise, corporate, franchise, property, sales, payroll, withholding and other tax returns and reports required to file under applicable laws; all such Tax Returns are true and accurate be filed by it as of the date hereof by the United States of America or any state or any political subdivision thereof and has paid or established adequate reserves for all taxes (including penalties and interest) which have or may become due pursuant to such returns and any assessments which have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing received by it or otherwise. All such tax returns or reports fairly reflect the taxes of the Companies in all material respects for the periods covered thereby. The Company is not delinquent in the payment of any subsidiary (whether tax, assessment or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it governmental charge, there is required to withhold from amounts paid no tax deficiency or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to delinquency asserted against the Company (including and there is no unpaid assessment, proposal for additional taxes, deficiency or delinquency in the payment of any provisions for deferred income taxes) reflected on of the books taxes of the Company are adequate to cover that could be asserted by any Tax liabilities taxing authority, nor of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, material violation of any federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign tax law; . No Internal Revenue Service audit of the Company is pending or to the knowledge of the Company threatened, and (B) the results of any completed audits are properly reflected in the Company's financial statements. The Company has not agreed granted any extension to or is required to make any adjustments pursuant to 481 (a) taxing authority of the Internal Revenue Code limitation period during which any tax liability may be asserted. The Company have committed no knowing or willful violation of any similar provision of federal, state, local or foreign law by reason of a change in accounting method initiated tax laws. All monies required to be withheld by the Company from employees or any collected from customers for income taxes, social security and unemployment insurance taxes and sales, excise and use taxes, and the portion of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment taxes to be paid by the Companies to governmental agencies, have been collected or change withheld and either paid to the respective governmental agencies or set aside in accounting methodaccounts for such purpose, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to such monies have been approved, reserved against and entered upon the business or operations books of the Company. The Company has not been a United States real property holding corporation within Except as set forth on Schedule 2.14, there are no disputes as to taxes of any nature payable by the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Company.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or Company, any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books predecessor of the Company are adequate to cover and all members of any Tax liabilities affiliated group of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that corporations of which the Company or any subsidiary such predecessor corporation is or may has been a member, have duly filed all tax returns and reports required to be subject to taxation filed by that jurisdiction. There are no foreignthem, including all federal, state state, local and foreign income tax returns and reports, and have timely paid all taxes shown as due on such returns and reports (except where failures to file such returns and reports or local tax audits or administrative or judicial proceedings pending or being conducted with respect failures to pay such taxes would not have a Material Adverse Effect on the Company, any predecessor of the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authoritysuch member). There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; All such returns and (B) has not agreed to or is reports required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change have been filed are complete and accurate in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Companyall material respects. The Company has not made adequate provision, in conformity with GAAP, for the payment of all taxes of the Company or such Subsidiary, as the case may be, existing as of the Effective Date for all periods ending on or prior to the date of the Balance Sheet. Except as reflected on Schedule 3.17 of the Company Disclosure Letter, the consolidated federal income tax returns of the Company (and any predecessor of the Company) have been a United States real property holding corporation within the meaning of 897(c)(2) of examined by the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) Service. Except as set forth on Schedule 3.17 of the Internal Revenue Code. The Company Disclosure Letter neither the Company, any predecessor of the Company, nor any Subsidiary (i) has not made an election waived any statute of limitations, (ii) has filed a statement under Section 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (Diii) otherwise. The Company is not a party to any tax sharing agreement. The Except as set forth on Schedule 3.17 of the Company has Disclosure Letter, (i) the state income tax returns of the Company, any predecessor of the Company and all Subsidiaries and the federal income tax returns of all Subsidiaries have been examined by the appropriate taxing authority, (ii) there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened in writing with respect to taxes of the Company, any predecessor of the Company or any Subsidiary, (iii) there are no liens for taxes upon the assets of the Company or any Subsidiary except liens relating to current taxes not made yet due, (iv) all taxes which the Company or any paymentspredecessor of the Company or any Subsidiary are required by law to withhold or collect for payment have been duly withheld and collected, is obligated and have been paid or accrued, reserved against and entered on the books of the Company (except where failures to make payments withhold and collect and to pay or is a party to an agreement that could obligate it to make any payments that accrue, reserve against or enter on the books of the Company would not be deductible under 280G have a Material Adverse Effect on the Company, any predecessor of the Internal Revenue CodeCompany or any Subsidiary), (v) none of the Company, any predecessor of the Company or any Subsidiary has been a member of any group of corporations filing tax returns on a consolidated, combined, unitary or similar basis other than each such group of which it is currently a member, and (vi) as a result of a change in accounting method for a tax period beginning on or before the Effective Date, none of the Company or any Subsidiary will be required to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state or local tax law) in taxable income for any tax period beginning on or after the Effective Date. For purposes Except as may be limited as a result of the transactions contemplated by this Agreement, the "regular" and "alternative minimum tax" net operating loss carryforwards of the Company and the Subsidiaries for each of the taxable years ended prior to the date of this Agreement (collectively, the "NOLs") are set forth (for each year) on Schedule 3.17 of the Company Disclosure Letter and are each available to the Company (or the applicable Subsidiary) for a period of fifteen taxable years from the end of the taxable year in which the applicable NOL was incurred. Except as may be limited as a result of the transactions contemplated by this Agreement and except as set forth on Schedule 3.17 of the Company Disclosure Letter, none of the NOLs constitute separate return limitation year ("SRLY") losses immediately prior to the Effective Date, none of the NOLs will be limited immediately prior to the Effective Date by Section 4.14:382 or 384 of the Code and regulations thereunder, and none of the NOLs constitutes "dual consolidated losses" immediately prior to the Effective Date (as defined in Section 1503 of the Code and the regulations thereunder). No transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code (relating to "FIRPTA").

Tax Matters. (a) The Company and each subsidiary has of the Subsidiaries have timely filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true be filed (determined without regard to extensions). The Company and accurate and has been prepared in compliance with all applicable laws; each of the Company has Subsidiaries have timely paid all Taxes due and owing by it or any subsidiary owed (whether or not shown, or required to be shown, on any Tax Returns). The Company and each of the Subsidiaries have timely withheld and paid all Taxes required to have been withheld and paid. All Tax Returns filed by the Company and the Subsidiaries were complete and correct in all material respects, and such Taxes are Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of the Company and the Subsidiaries and any other information required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to thereon. Neither the Company (including nor any provisions for deferred income taxes) reflected on the books of the Company are adequate Subsidiaries has engaged in any transaction that could give rise to cover any Tax liabilities (i) a reporting obligation under Section 6111 of the Company if its current tax year were treated as ending on Code or the date hereof. No claim has been made by regulations thereunder; (ii) a taxing authority in list maintenance obligation under Section 6112 of the Code or the regulations thereunder; (iii) a jurisdiction where disclosure obligation of a “reportable transaction” under Section 6011 of the Company does not file tax returns that Code and the Company regulations thereunder; or (iv) any subsidiary is similar obligation under any predecessor or may be subject to taxation by that jurisdiction. There are no foreign, federal, successor Law or regulation or comparable provision of state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Law. Neither the Company or nor any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Subsidiaries has taken a position on any Tax Return that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code or any predecessor provision thereof (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make Tax Law). There are no Liens for Taxes upon any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company Company’s or any of its subsidiaries the Subsidiaries’ assets, other than (i) a Lien for Taxes that arises out of Taxes not in default and payable without penalty or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity interest or (Dii) otherwise. The Company a Lien for Taxes the validity of which Taxes is not a party to any tax sharing agreement. The Company has not made any payments, being contested in good faith by appropriate proceedings and which contest is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:disclosed on Schedule 3.25(a).

Tax Matters. The (a) Each of Company and each subsidiary its Subsidiary has filed ------------ with the appropriate governmental agencies all Tax Returns which it is required (as defined herein), and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) due and owing (whether or not shown on any Tax Return) for all Tax periods ending on or prior to file under applicable laws; all the date hereof. All such Tax Returns are true were correct and accurate complete in all material respects and has have been prepared in substantial compliance with all applicable laws; laws and regulations. The provisions for Taxes set forth on the Company has paid Balance Sheet included in the Company Financial Statements reflect and include adequate provisions for the payment in full of any and all Taxes for which each of Company and its Subsidiary is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), not yet due for any and owing by it all periods up to and including the date of such Company Balance Sheet; and all Taxes for periods beginning thereafter through the Closing Date have been, or any subsidiary (whether will be, paid when due or not such adequately reserved against on the books of Company and its Subsidiary. Each of Company and its Subsidiary has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes are and other items required to be shown on a Tax Return) withheld by it from employee wages or otherwise with respect to any amounts paid to any employee, independent contractor, creditor, stockholder, or other third party, and have withheld and has duly deposited the same in trust for or paid over to the appropriate proper taxing authorities and all Taxes which it is IRS Forms W-2 and 1099s required to withhold from amounts paid be filed with respect thereto have been properly completed and timely filed. Neither Company nor its Subsidiary has executed or owing filed with any taxing authority any currently effective agreement extending the periods for the assessment or collection of any Taxes. Except as set forth in Schedule 2.14, neither of Company nor its Subsidiary is a party to any employeepending action or proceeding by any governmental authority for the assessment or collection of Taxes and, stockholderto Company’s Knowledge, creditor there is no threatened action or other third parties; and proceeding by any governmental authority for the assessment or collection of Taxes from or against Company or its Subsidiary. Except as set forth in Schedule 2.14, since December 31, 19982000, the chargesUnited States federal income Tax Returns of Company and its Subsidiary have not been audited by the Internal Revenue Service (the “IRS”) nor has any state, accruals local or other taxing authority audited any Tax Returns (as hereinafter defined) of Company and/or its Subsidiary. Except as set forth in Schedule 2.14, there is no material tax dispute or claim concerning the Tax liability of Company or its Subsidiary either (a) raised or claimed by any taxing authority in writing, or (b) as to which Company has Knowledge. Schedule 2.14 lists all federal, state, local, and reserves for Taxes foreign Tax Returns filed with respect to the Company (including any provisions and its Subsidiary for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as taxable periods ending on or after December 31, 2000, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the date hereofsubject of an audit. No claim There is no tax lien, whether imposed by any Federal, state, county, local or foreign taxing authority, outstanding against the Assets, properties or Business of Company or its Subsidiary. Company is not a party to any tax sharing or allocation agreement. Neither Company nor its Subsidiary has been made by a taxing authority in member of an affiliated group filing a jurisdiction where the consolidated Federal income Tax Return (other than an affiliated group of which Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state was the common parent) or local tax audits has any liability for Taxes of another person (other than any other member of an affiliated group of which Company is or administrative or judicial proceedings pending or being conducted with respect to was the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company common parent) under Treasury Regulation Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Except as set forth on Schedule 2.14, no claim has been made by any taxing authority in a jurisdiction where Company or its Subsidiary does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. Neither Company nor its Subsidiary has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Company and its Subsidiary (i) have not made any payments; and (Bii) has are not agreed to or is required obligated to make any adjustments pursuant payments; nor (iii) are a party to 481 any agreement that under certain circumstances could obligate them to make any payments that will not be deductible under Section 280G of the Code. Neither Company nor its Subsidiary has been the “distributing corporation” (awithin the meaning of Section 355(a)(1) of the Internal Revenue Code) or the “controlled corporation” (within the meaning of Section 355(a)(1) of the Code) within the two-year period ending as of the date of this Agreement. Company and its Subsidiary have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) (“Reportable Transaction”) in which Company or its Subsidiary has participated. Company and its Subsidiary have retained all documents and other records pertaining to any Reportable Transaction in which they have participated, including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other records which are related to any Reportable Transaction in which Company or its Subsidiary have participated but not listed in Treasury Regulation Section 1.6011-4(g). Neither Company nor its Subsidiary will be required to include any material item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in accounting method for a taxable period ending on or prior to the Closing Date under Section 481(a) of the Code (or any similar corresponding provision of state, local or foreign law by reason income Tax law); (B) “closing agreement” as described in Section 7121 of a change in accounting method initiated by the Company Code (or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions corresponding provision of state, local or foreign income Tax law), (B) as a transferee or successor, ; (C) by contract installment sale or indemnity open transaction disposition made on or prior to the Closing Date; or (D) otherwise. The Company is not a party prepaid amount received on or prior to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Closing Date.

Tax Matters. The Except as disclosed on SCHEDULE 4.17, the Company and each subsidiary has (i) duly filed ------------ all Tax Returns which it is required to file under be filed by or with respect to it with the IRS or other applicable laws; all such taxing authority (other than Tax Returns are true and accurate and has been prepared where a failure to file would not be, in compliance with all applicable laws; the Company has aggregate, material), (ii) paid all Taxes due and owing due, or claimed by it or any subsidiary (whether or not such Taxes are required taxing authority to be shown due, from or with respect to it (other than Taxes where a failure to pay would not, in the aggregate, be material), except Taxes that are being contested in good faith and for which adequate reserves have been set aside as disclosed on a SCHEDULE 4.17, and (iii) made all material deposits required with respect to Taxes. All Tax Return) Returns referred to in the preceding sentence were, and have withheld in the case of Tax Returns not yet filed, will be, true, correct and paid over to complete when filed in all material respects. All material Taxes that the appropriate taxing authorities all Taxes which it Company is or was required to withhold from amounts paid or owing to any employeecollect have been duly withheld or collected, stockholderincluding, creditor or other third parties; without limitation, all employment related Taxes and since December 31withholdings, 1998and, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on extent required, have been or will be timely paid to the books proper Governmental Authority. To the knowledge of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim and Transferor, there has been made no issue raised or adjustment proposed (and none is pending) by a the IRS or any other taxing authority in a jurisdiction where connection with any Tax Returns of the Company does not file tax returns that the Company Company. No waiver or extension of any subsidiary is or may be subject statute of limitations as to taxation by that jurisdiction. There are no foreign, any federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) tax matter has not agreed to been given by or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of requested from the Company. The Company has not been filed a United States real consent under Section 341(f) of the Code. There are no tax liens upon any of the properties or assets of the Company, other than liens for Taxes not yet due and payable. None of the property holding corporation of the Company (i) is "tax- exempt use property" within the meaning of 897(c)(2Section 168(h) of the Code, (ii) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code during of 1954, or (iii) secures any debt the applicable interest on which is exempt from income Tax under Section 103 of the Code. The charges, accruals and reserves with respect to Taxes on the books of the Company (excluding any provision for deferred income Taxes established to reflect timing differences between book and tax income) for all tax periods (or portions thereof) ending on or before the Closing Date (including any period specified for which no Tax Return has yet been filed) are adequate in 897(c)(1)(A)(iiall material respects. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement. Except as set forth on SCHEDULE 4.17, the Company has not (i) applied for any tax ruling, (ii) entered into a closing agreement with any taxing authority, (iii) filed an election under Section 338(g) or Section 338(h)(10) of the Internal Revenue Code or (iv) been a party to any agreement or arrangement that would result in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code. The Company has , or the payment of any compensation that is not made an election deductible under 341(fSection 162(m) of the Internal Revenue Code. The Company is not, and has not liable for been, a "United States real property holding corporation" within the Taxes meaning of another person that is not a subsidiary Section 897 of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwiseCode. The Company (i) has not agreed to and is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it required to make any payments that would not be deductible under 280G adjustment pursuant to Section 481(a) of the Internal Revenue Code. For purposes of this Section 4.14:; and

Tax Matters. The Company and each subsidiary has filed ------------ all 5.22.1 (a) All material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the (b) all material Taxes of each Acquired Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company in connection with any material Tax Returns covering such Acquired Company or with respect to any Taxes payable by it; (including any provisions for deferred income taxesd) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws, except where the failure to so collect or withhold would not have a Material Adverse Effect(f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company’s property or any subsidiaryassets other than Permitted Liens; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. (a) (i) The Company and each subsidiary of its Subsidiaries has timely filed ------------ all Tax Returns which it is required to file under applicable lawsbe filed by it; (ii) all such Tax Returns are true complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and has have been prepared in compliance with all applicable lawslaws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have has withheld and paid over to the appropriate taxing authorities authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31(iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, 1998suit, investigation, audit, claim or assessment pending or, to the chargesKnowledge of the Company, accruals and reserves for Taxes proposed or threatened with respect to the Company (including any provisions for deferred income taxes) reflected on the books Taxes of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignof its Subsidiaries, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, (vii) there are no written notice indicating an intent to open an audit Liens for Taxes upon the assets or other review has been received by properties of the Company or any subsidiary from any foreign, federal, state or local taxing authority. There of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company ’s or any of its subsidiaries or has any knowledge that Subsidiaries’ Tax liability; and (ix) the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company is not and has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:S corporation.

Tax Matters. (a) The Company has timely and each subsidiary properly filed all federal, state, local and foreign tax returns required to be filed by it through the date hereof, and all such tax returns filed by the Company are true, correct and complete in all material respects. The Company has filed ------------ paid or caused to be paid all Tax Returns material federal, state, local, foreign and other taxes, including without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, and all deficiencies, or other additions to tax, interest, fines and penalties owed by it (collectively, "TAXES"), required to be paid by it through the date hereof whether disputed or not, except Taxes that have not yet accrued or the payment for which it has not otherwise become due. The provisions for payment of any accrued and unpaid Taxes of the Company in the Base Balance Sheet are sufficient as of its date for the payment of any accrued and unpaid Taxes of any nature of the Company, and since the date of the Base Balance Sheet the Company has incurred no Taxes other than in the ordinary course of its business. All Taxes and other assessments and levies that the Company was or is required to file under applicable laws; all such Tax Returns are true withhold or collect have been withheld and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) collected and have withheld and been paid over to the appropriate taxing authorities proper governmental authorities. The Company has delivered to the Investors correct and complete copies of all Taxes which it is required annual tax returns, examination reports, and statements of deficiencies filed by, assessed against, or agreed to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and by the Company since December 31, 1998, the charges, accruals and reserves for 1995. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax payment, assessment, deficiency or collection. Except as set forth in Section 2.12 of the Disclosure Schedule: (i) the Company has never received notice of any audit or of any proposed deficiencies from the Internal Revenue Service (including the "IRS") or any provisions for deferred income taxes) reflected other taxing authority (other than routine audits undertaken in the ordinary course and which have been resolved on the books of the Company are adequate or prior to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority ); (ii) there are in a jurisdiction where the Company does not file tax returns that the Company effect no waivers of applicable statutes of limitations or agreements as to any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted extension of time with respect to the Company any Tax payment, assessment, deficiency or collection. with respect to any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received Taxes owed by the Company or for any subsidiary from year; (iii) neither the IRS nor any foreignother taxing authority is now asserting or, federal, state or local taxing authority. There are no material unresolved questions or claims concerning to the knowledge of the Company's , threatening to assert against the Company any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith; (iv) the Company has never been a member of an affiliated group of corporations filing a combined federal income Tax liability. The return nor does the Company have any liability for Taxes of any other Person under Treasury Regulations Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateforeign, state or local law) or foreign lawotherwise; and (Bv) the Company has not agreed to or is required to make any adjustments pursuant to 481 (afiled a consent under Section 341(f) of the Internal Revenue Code or any similar provision of state1986, local or foreign law by reason of a change in accounting method initiated by as amended (the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method"CODE"), or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Companyconcerning collapsible corporations. The Company has not never been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax Tax allocation or sharing agreementarrangement. The Company has is not made any payments, is obligated to make payments or is a party to an agreement that any contract, agreement, plan or arrangement covering any employee or former employee thereof, that, individually or collectively, could obligate it give rise to make the payment of any payments amount that would not be deductible under pursuant to Section 280G or Section 162 of the Internal Revenue Code. For purposes The Company is not a "FOREIGN PERSON" within the meaning of this Section 4.14:1445 of the Code and Treasury Regulations Section 1.1445-2.

Tax Matters. The Company All federal and each subsidiary has filed ------------ state income and franchise and all other material Tax Returns which it is returns, reports and statements (collectively, the “Tax Returns”) required to file under applicable laws; be filed by any Tax Affiliates or extensions have been timely filed with the appropriate Governmental Authorities, all such Tax Returns are true true, correct and accurate complete in all material respects, and has been prepared in compliance with all applicable laws; the Company has paid Taxes, assessments and other governmental charges and impositions reflected therein and all Taxes other material Taxes, assessments and other governmental charges otherwise due and owing by it or payable have been paid prior to the date on which any subsidiary (whether or not such Taxes are required to liability may be shown on added thereto for non-payment thereof; except that a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to Affiliate may defer payment of any employeecontested taxes; provided, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any that such Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 Affiliate (a) in good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies the Secured Parties in writing of the Internal Revenue Code commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (d) maintains adequate reserves therefor in conformity with GAAP. As of the Sixth Amendment Effective Date, no income or franchise Tax Return or other material Tax Return of the Borrower or any similar provision other Tax Affiliate is under audit by any Governmental Authority, and no Tax Affiliate has received written notice from any Governmental Authority of state, local any audit or foreign law by reason of a change in accounting method initiated by the Company examination or any assertion of its subsidiaries any material claim for Taxes. No Loan Party is otherwise aware of any claims or has any knowledge that the IRS has adjustments proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes prior tax years that could result in accounting methods that relate to the business or operations of the Companyadditional taxes becoming due and payable by any Tax Affiliate. The Company No Tax Affiliate has not been participated in a United States real property holding corporation “listed transaction” within the meaning of 897(c)(2Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the Internal Revenue Code during group of which a Tax Affiliate is the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:common parent.

Tax Matters. The Except for those matters which individually and in the aggregate would not have a Material Adverse Effect, (i) except as set forth in Section 3.12 of the Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; Disclosure Schedule, the Company has paid prepared and timely filed or will timely file with the appropriate governmental agencies all Taxes due franchise, income and owing by it or any subsidiary all other Tax (whether or not such Taxes as hereinafter defined) returns, information statements and reports (Tax returns and reports are hereinafter collectively referred to as "Tax Returns") required to be shown filed for any period on a Tax Returnor before the Effective Time, taking into account any extension of time to file granted to or obtained on behalf of the Company (copies of which for the past three fiscal years have been provided to Parent); (ii) and all Taxes of the Company in respect of any taxable period (or portion thereof) ending prior to or on the Effective Time have withheld and been paid over in full to the appropriate taxing proper authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves fully accrued for Taxes with respect to the Company (including any provisions fiscal periods for deferred income taxes) reflected which there are publicly available financial statements and otherwise on the books of the Company, other than such Taxes as are being contested in good faith by appropriate proceedings and are adequately reserved for in accordance with generally accepted accounting principles; (iii) all deficiencies resulting from Tax examinations of federal, state, local and foreign income, sales and franchise and all other Tax Returns filed by the Company are adequate to cover any Tax liabilities have either been paid or adequately reserved for in accordance with generally accepted accounting principles; (iv) no deficiency has been asserted or assessed against the Company and is pending, and no examination of the Company if its current tax year were treated as ending on is pending or threatened for any material amount of Tax by any taxing authority; (v) no extension of the date hereof. No claim period for assessment or collection of any Tax is currently in effect and no extension of time within which to file any Tax Return has been made by a taxing authority in a jurisdiction where the Company does requested, which Tax Return has not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are since been filed; (vi) no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Tax liens have been filed with respect to any Taxes, except for property taxes which have accrued but are not yet due and payable; (vii) the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateagreed, local or foreign law; and (B) has is not agreed to or is required required, to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law adjustment by reason of a change in their accounting method initiated methods that would affect the taxable income or deductions of the Company for any period ending after the Effective Time; (viii) the Company has made timely payments of the Taxes required to be deducted and withheld from the wages paid to their employees and from amounts paid to any other third parties; (ix) there are no Tax sharing agreements or arrangements under which the Company will have any obligation or liability on or after the Effective Time; (x) the Company has the net operating loss carryforwards set forth in Section 3.12 of the Company Disclosure Schedule; (xi) the Company has no overall foreign losses as defined in Section 904(f)(2) of the Code; (xii) the Company has no unused foreign tax credits; (xiii) there are no transfer pricing agreements made by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes taxation authority; (xiv) except as set forth in accounting methods that relate to the business or operations Section 3.12 of the Company. The Company has Disclosure Schedule no assets of the Company are held in an arrangement for which partnership Tax Returns are being filed and the Company is not been a United States real property holding corporation partner in any partnership; (xv) except as set forth in Section 3.12 of the Company Disclosure Schedule, the Company does not own any interest in any "controlled foreign corporation" (within the meaning of 897(c)(2) Section 957 of the Internal Revenue Code during Code), "passive foreign investment company" (within the applicable period specified in 897(c)(1)(A)(ii) meaning of Section 1296 of the Internal Revenue Code. The ) or other entity the income of which is required to be included in the income of the Company whether or not distributed; (xvi) the Company has not made an election under Section 341(f) of the Internal Revenue Code. The ; and (xvii) except as set forth in Section 3.12 of the Company Disclosure Schedule, the Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments or provide any other benefits that would not be deductible under constitute excess parachute payments within the meaning of Section 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The (i) Except as set forth on the attached "Taxes Schedule": the Company and each subsidiary has Subsidiary have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary have paid in all material respects all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31, 1998, neither the charges, accruals and reserves for Taxes Company nor any Subsidiary has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company or and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any subsidiary amount recorded which is or may be subject attributable solely to taxation by that jurisdiction. There are timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company or any subsidiary; Subsidiary, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims raised or made by any taxing authority concerning the Company's or any Subsidiary's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company 4.11.1. Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject and its Subsidiaries have been audited and closed for all tax years through 1998; to taxation by that jurisdiction. There are the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiaryAffiliated Group; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Except as disclosed in the SEC Reports, the Company and each subsidiary has its Material Subsidiaries (i) have prepared and filed ------------ all foreign, federal and state income and all other material Tax Returns Returns, reports and declarations required by any jurisdiction to which it is required to file under applicable laws; all such Tax Returns they are true and accurate and has been prepared in compliance with all applicable laws; the Company has subject, (ii) have paid all Taxes due and owing by it other governmental assessments and charges that are material in amount, shown or any subsidiary (whether or not such Taxes are required determined to be shown due on a such Tax Return) Returns, reports and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeedeclarations, stockholderexcept those being contested in good faith, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected which adequate reserves have been set aside on the books of the Company are adequate to cover any Tax liabilities and its Material Subsidiaries, and (iii) have set aside on the books of the Company if and its current tax year were treated as ending on Material Subsidiaries provisions reasonably adequate for the date hereofpayment of all material Taxes for periods subsequent to the periods to which such returns, reports or declarations apply. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that agreement as to indemnification for, contribution to, or payment of material Taxes exists between the Company or any subsidiary is Material Subsidiary, on the one hand, and any other Person, on the other, including pursuant to any Tax sharing agreement, purchase or may be subject to taxation by that jurisdictionsale agreement, partnership agreement or any other agreement not entered into in the ordinary course of business. There are no foreignExcept as disclosed in the SEC Reports, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to neither the Company nor any of its Material Subsidiaries has any material liability for Taxes of any Person (other than the Company or any subsidiary; no information related to Tax matters of its Material Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), or as a transferee or successor, by contract or otherwise. Since the date of the Company’s most recent Financial Statements, the Company has not incurred any material liability for Taxes other than in the ordinary course of business consistent with past practice. Except as set forth in the SEC Reports, neither the Company nor the Material Subsidiaries has been requested advised (a) that any of its Tax Returns have been or are being audited as of the date hereof, or (b) of any material deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its Material Subsidiaries has knowledge of any material Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) 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 internal Revenue Code) in conjunction with the purchase of the Shares. “Tax” or “Taxes” means any foreign, federal, state or local taxing authority; andincome, except as disclosed abovegross receipts, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreignlicense, federalpayroll, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateemployment, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:excise,

Tax Matters. The Company Except as set forth on Schedule 3.22, (i) each Company, each Subsidiary and each subsidiary has Seller have filed ------------ (or caused to be filed) in a timely manner, all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true federal, state, local and accurate foreign returns, reports, statements and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are forms required to be shown on a Tax Return) and have withheld and paid over to filed under the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998Code, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue PR Code or any predecessor provision thereof or any similar provision of applicable state, local or foreign lawtax laws (the "Tax Returns") and such Tax Returns are true, complete and correct in all material respects; (ii) each Company and each Subsidiary (Band Canadian Seller) have paid (or the Seller Group of which such entity is or was a member has not agreed paid) all Taxes that have been incurred or are due and for which each Company and each Subsidiary (and Canadian Seller) could be liable whether to taxing authorities or to third parties; (iii) there is required to make any adjustments pursuant to 481 (a) no outstanding agreement, waiver or consent providing for an extension of the Internal Revenue Code statutory period of limitations with respect to any Taxes or Tax Returns of any Company or any similar provision Subsidiary (and Canadian Seller) and no power of attorney granted by any Company or any Subsidiary or any Seller Group with respect to any tax matter is currently in force; (iv) no tax liens (except for liens for Taxes not yet due) have been filed and there is no action, suit, proceeding, investigation, audit or claim now pending against any Company or any Subsidiary (or Canadian Seller) with respect to any Tax, or with respect to which any Company or any Subsidiary (or Canadian Seller) could be severally liable under Treasury Regulation Section 1.1502-6 or any comparable state, local or foreign law tax provisions; (v) each Company and each Subsidiary (and Canadian Seller) has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and is not liable for any Taxes for failure to comply with such laws, rules and regulations, (vi) no Company or Subsidiary is a party to or is otherwise bound by any agreement or understanding providing for the allocation or sharing of Taxes or has any obligation or liability under any such agreement or understanding to which it was once a party or otherwise bound; (vii) no Company or Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the such Company or any such Subsidiary and to the Knowledge of its subsidiaries or Sellers, the Internal Revenue Service has any knowledge that the IRS has not proposed any such adjustment or change in accounting method; (viii) no Company or Subsidiary has filed with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, or has any application pending with any taxing authority requesting permission state and/or local tax statutes for any changes in accounting methods that relate to the business tax year ended after December 31, 1995; (ix) no Company or operations Subsidiary has filed any agreement or consent under Section 341(f) of the Company. The Code; and (x) no property of any Transferred Company has not been a organized in the United States real property holding corporation is "tax-exempt use property" within the meaning of 897(c)(2Section 168(h) of the Code nor property that Buyer will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code during of 1954, as amended and in effect immediately prior to the applicable period specified in 897(c)(1)(A)(iienactment of the Tax Reform Act of 1986. Schedule 3.22 contains a list of any federal income tax audits of USI that were concluded by the Internal Revenue Service with respect to Taxes of any Transferred Company within three years of the date of this Agreement. US Seller is not a "foreign person" within the meaning of Section 1445(b)(2) of the Internal Revenue Code. The Company has not made Code and will furnish an election under 341(f) affidavit of this status substantially in the form of Exhibit E. None of the Internal Revenue CodePurchased Assets are located in either (A) Ontario and subject to Ontario Retail Sales Act or (B) British Columbia and subject to British Columbia Social Service Tax. The Company is not liable for the Taxes of another person that Canadian Seller is not a subsidiary non-resident of Canada for purposes of the Company under Income Tax Act (A) TreasCanada). Reg. 1.1502-6 (or comparable provisions Canadian Seller is registered within the meaning of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G Part IX of the Internal Revenue Code. For purposes Excise Tax Act (Canada) and Chapter VIII of this Section 4.14:An Act Representing the Quebec Sales Tax and its registration numbers are as follows: Federal Business Number 125343822 and Quebec Business Number (NEQ) 1144025427 and MRQ Identification Number 1003856662 TQ0001.*

Tax Matters. The Company and each subsidiary has filed ------------ Except as set forth on Schedule 5.12 or as would not reasonably be expected to result in an Acquirer Material Adverse Effect, (a) all Tax Returns which it is required to file under applicable laws; be filed on or prior to the Closing Date by the Partnership and BKEP GP Management have been or will be timely filed, all such Tax Returns are true were or will be correct and accurate complete, and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing payable have been or will be paid; (b) there are no Liens for Taxes other than Permitted Liens upon any of the assets of the Partnership or BKEP GP Management; (c) there is no claim or adjustment pending, and no written assessment has been proposed, by it or any subsidiary (whether or not such Taxes are required to be shown on a governmental authority in connection with any Tax Return) and have withheld and paid over relating to the appropriate taxing authorities all Taxes which it is required assets of the Partnership or BKEP GP Management; (d) no Tax Returns relating to withhold from amounts paid the Partnership or owing to any employeeBKEP GP Management are under audit, stockholderexamination, creditor written inquiry or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested proceeding by any foreigngovernmental authority, federal, state or local taxing authority; and, except as disclosed above, no and neither the Partnership nor BKEP GP Management has received any written notice from any governmental authority indicating an intent to open an audit or other review with respect to Taxes relating to the Partnership or BKEP GP Management, as applicable; (e) neither the Partnership nor BKEP GP Management is party to any Tax allocation, indemnification or sharing arrangement (other than arrangements that principal purpose of which is not Tax-related); (f) no written claim has ever been received made in a jurisdiction where Tax Returns or Taxes relating to the Partnership or BKEP GP Management have not been filed or paid to the effect that the Partnership or BKEP GP Management may be subject to taxation by that jurisdiction; (g) the Company Partnership and BKEP GP Management have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any subsidiary from employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (h) neither the Partnership nor BKEP GP Management has any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning liability for the Company's Tax liability. The Company taxes of any person under Treasury Regulations § 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting methodlocal, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502non-6 (or comparable provisions of state, local or foreign U.S. law), (B) as a transferee or successor, by contract, or otherwise; and (Ci) by contract or indemnity or the Partnership each (DI) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to in effect an agreement that could obligate it to make any payments that would not be deductible election under 280G Section 754 of the Internal Revenue Code. For purposes Code and (II) has elected to use the “remedial allocation method” described in Treasury Regulations § 1.704-3(d) to eliminate any disparity between the book value and U.S. federal income tax basis of this Section 4.14:its properties.

Tax Matters. The Company and each subsidiary of its Subsidiaries has (i) timely filed ------------ all material foreign, U.S. federal, state and local Tax Returns which it is that are or were required to file under applicable laws; be filed, and all such Tax Returns are true true, correct and accurate complete in all material respects, (ii) paid all material Taxes required to be paid by it and has any other material assessment, fine or penalty levied against it, whether or not shown or determined to be due on such Tax Returns, other than any such amounts (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings and for which adequate reserves have been prepared established in compliance accordance with GAAP; (iii) timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable laws; information reporting requirements in all material respects. Neither the Company has paid all Taxes due and owing by it or nor any subsidiary Subsidiary (whether or not such Taxes are required to be shown on a Tax Returni) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing subject to any employeeoutstanding audit, stockholderassessment, creditor dispute or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including claim concerning any provisions for deferred income taxes) reflected on the books material Tax liability of the Company are adequate or any of its Subsidiaries either within the Company’s Knowledge or claimed, pending or raised by an authority in writing; (ii) is a party to, bound by or otherwise subject to cover any obligation under any Tax liabilities of sharing or Tax indemnity agreement or similar contract or arrangement (other than an agreement, similar contract or arrangement to which only the Company if and its current tax year were treated Subsidiaries are parties); (iii) has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011- 4(b)(2); or (iv) has any liability for Taxes of any Person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, or as ending on the date hereofa transferee or successor, by contract, or otherwise. No claim has been made by a taxing tax authority in a jurisdiction where the Company or any Subsidiary does not pay Taxes or file tax returns Tax Returns asserting that the Company or any subsidiary Subsidiary is or may be subject to taxation Taxes assessed by that such jurisdiction. There are no foreignNeither the Company nor any Subsidiary will be required to include any item of income in, federalor exclude any item of deduction from, state taxable income for any period (or local tax audits any portion thereof) ending after the Closing as a result of any: (1) installment sale or administrative other open transaction disposition made on or judicial proceedings pending or being conducted with respect prior to the Company Closing; (2) prepaid amount received on or prior to the Closing; (3) written and legally binding agreement with a Governmental Entity relating to taxes for any subsidiarytaxable period ending on or before the Closing; no information related to Tax matters has been requested by (4) change in method of accounting in any foreign, federal, state taxable period ending on or local taxing authoritybefore the Closing; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A5) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (aelection under Section 108(i) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Except as set forth on Schedule 5.12, the Company and each subsidiary other corporation included in any consolidated or combined tax return or part of an affiliated group, within the meaning of Section 1504 of the Code, of which the Company is or has been a member, (A) have timely paid all Taxes required to be paid by them through the date hereof (including any Taxes shown due on any Tax Return) and (B) have filed ------------ or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns which it is required to file under applicable laws; be filed by them with the appropriate Governmental Entities in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true and accurate complete. All Taxes shown to be due on each of the Tax Returns filed by the Company have been timely paid in full. Except as set forth in Schedule 5.12: (i) no Liens have been filed and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing not been notified by it the Internal Revenue Service or any subsidiary other taxing authority that any issues have been raised (whether and are currently pending) by the Internal Revenue Service or not such Taxes are required any other taxing authority in connection with any Tax Return of the Company (or the failure to be shown on file a Tax Return) ), and no waivers of statutes of limitations have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid been given or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the Company Company; (including ii) there are no pending Tax audits of any provisions for deferred income taxes) reflected on the books Tax Returns of the Company are adequate Company; (iii) no unresolved deficiencies or additions to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has Taxes have been made by a taxing authority in a jurisdiction where the Company does not file tax returns that proposed, asserted or assessed against the Company or any subsidiary member of any affiliated or combined group of which the Company was or is a member; (iv) the Company has made full and adequate provision (x) on the Latest Balance Sheet for all Taxes payable by it for all periods prior to the date of the Latest Balance Sheet and (y) on its books for all Taxes payable by it for all periods beginning on or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted after the date of the Latest Balance Sheet; (v) the Company has not nor will it incur any Liability with respect to any Taxes (a "Tax Liability") from and after the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 date of the Internal Revenue Code or any predecessor provision thereof or any similar provision Latest Balance Sheet other than Taxes incurred in the ordinary course of state, local or foreign lawbusiness and consistent with previous years; and (Bvi) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been nor is now a "personal holding company" within the meaning of Section 542 of the Code or a United States real property holding corporation within the meaning of 897(c)(2) Section 897 of the Internal Revenue Code during Code; (vii) the Company and its predecessors have complied in all respects with all applicable period specified in 897(c)(1)(A)(iiLaws relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees) of and the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for any Taxes for failure to comply with such Laws; and (viii) the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not now nor has the Company been a party to any tax Tax sharing agreement. The Company has not made any payments, agreed to and the Company is obligated to make payments or is a party to an agreement that could obligate it not required to make any payments that would not be deductible under 280G adjustments pursuant to Section 481 of the Code, and the Internal Revenue Code. For purposes Service has not proposed any such adjustments or changes in the accounting methods of this Section 4.14:the Company.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance Beginning with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to first taxable year of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeeCompany, stockholder, creditor or other third parties; and since its taxable year ended December 31, 19981986, the charges, accruals and reserves for Taxes with respect Company properly elected to be taxed as a real estate investment trust within the Company (including any provisions for deferred income taxes) reflected on the books meaning of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 Sections 856-860 of the Internal Revenue Code or of 1986, as amended (the "Code"), and has satisfied, and continues to satisfy, all of the requirements set forth in those provisions and the regulations thereunder to be taxed as a real estate investment trust within the meaning of those provisions. Without limiting the generality of the foregoing, the Company, for each taxable year of the Company beginning with the first taxable year for which it made an election to be classified as a real estate investment trust: (i) has timely made all of the distributions required under Section 857(a)(1) of the Code; (ii) has timely demanded the statements from its shareholders required under Section 1.857-8(d) of the Treasury Regulations promulgated under the Code and maintained the records required under Treasury Regulations Section 1.857-8(e); (iii) has not sought to apply the provisions of Section 856(c)(7) of the Code in any predecessor provision thereof or any similar provision taxable year of state, local or foreign lawthe Company; and (Biv) has not agreed revoked its election to or is be taxed as a real estate investment trust for federal income tax purposes nor has it received any notice that its classification as a real estate investment trust has been challenged by any taxing authority. The Company and each Subsidiary has filed all U.S. Federal, state, local, foreign and other tax returns which were required to make any adjustments pursuant be filed on or before the date hereof and has paid all taxes which have become due and payable. All such reports and returns were materially accurate and complete when filed and reflect all taxes required to 481 (a) be paid by the Company and its Subsidiaries for the periods reported therein. The provision for taxes made in the Balance Sheet at the Balance Sheet Date was sufficient for the payment of all accrued and unpaid taxes of the Internal Revenue Code Company and its Subsidiaries with respect to the periods then ended. No additional material assessments, deficiencies or any similar provision penalties in respect of state, local taxes have been made or foreign law by reason of a change in accounting method initiated by claimed against the Company or any of its subsidiaries Subsidiary which remain unpaid. No tax returns or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary reports of the Company or any Subsidiary are or ever have been under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:audit.

Tax Matters. The (a) Except as have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any valid extension of time within which to file) all Tax Returns which it is required to file under applicable laws; be filed by any of them and all such Tax Returns are true complete and accurate and has been prepared in compliance with all applicable laws; accurate, (ii) the Company has and each of its Subsidiaries have timely paid all Taxes due and owing required to have been paid by it any of them or that the Company or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and of its Subsidiaries have withheld and paid over to the appropriate taxing authorities all Taxes which it is required been obligated to withhold from amounts paid or owing to any employee, stockholdercreditor, creditor shareholders or other third parties; and since December 31party (in each case, 1998whether or not shown on any Tax Return), the chargesexcept, accruals and reserves for Taxes in each case, with respect to the Company (including any provisions matters contested in good faith through appropriate proceedings and for deferred income taxes) reflected which adequate reserves have been established, in accordance with GAAP on the books financial statements of the Company are adequate to cover any Tax liabilities of and its Subsidiaries contained in the Company if its current tax year were treated as ending on SEC Documents filed prior to the date hereof. No claim has been made by , (iii) there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a taxing authority Tax assessment or deficiency, (iv) there are no audits, examinations, investigations or other proceedings pending or threatened in a jurisdiction where the Company does not file tax returns that writing in respect of Taxes or Tax matters of the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There of its Subsidiaries, (v) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Liens for Taxes on any of the assets of the Company or any subsidiary; no information related of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (vi) neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax matters or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is the Company or an agreement or arrangement entered into in the ordinary course of business and not relating primarily to Taxes) or has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or liability for Taxes of any person (other review has been received by than the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof analogous or any similar provision of state, local or foreign law; Tax Law), as transferee, successor, or otherwise, (vii) the Company and its Subsidiaries have complied with all rules regarding transfer pricing and have made available to Parent true and complete copies of all material transfer pricing studies or reports prepared (Bor caused to be prepared) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending Subsidiaries with any taxing authority requesting permission for any changes in accounting methods that relate respect to the business or operations Group Companies, if any and (viii) none of the Company. The Company or any of its Subsidiaries has not been a United States real property holding corporation party to any “listed transaction” within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502Treasury Regulation 1.6011-6 (or comparable provisions of state, local or foreign law4(b)(2), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ Except as set forth on Schedule 3.8: (i) all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be filed by Seller Group have been, or will be, timely filed in accordance with all applicable Laws; (ii) Seller Group has timely paid all Taxes with respect to the Business whether or not shown on a such Tax ReturnReturns; (iii) the Tax Returns with respect to the Business that have been filed are correct and have complete in all material respects; (iv) there are no Liens for any Tax on the Assets, except for Taxes not yet due and payable; (v) Seller Group has withheld or will withhold, duly and timely, and has paid over or will timely pay over to the appropriate taxing authorities authorities, all Taxes which it is amounts required to withhold from amounts be so withheld and paid or owing over for all periods with respect to any employee, stockholder, creditor or other third partiesthe Business prior to Closing under all applicable Laws; and since December 31, 1998, the charges, accruals (vi) Seller Group has collected all sales and reserves for use Taxes with respect to the Company (including any provisions for deferred income taxes) reflected Business required to be collected, and has remitted, or will remit on a timely basis, such amounts to the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim appropriate taxing authority, or has been made furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdictionapplicable Law. There are no foreignaudits, federalsuits, state actions, claims, investigations, inquiries, or local tax audits or administrative or judicial proceedings pending or, to Seller’s knowledge, threatened against Seller Group with respect to Taxes, interest, penalties, governmental charges, duties, or being conducted fines with respect to the Company Business, nor are any such matters under discussion with any Governmental Entity, nor have any claims for additional taxes, interest, penalties, charges, fines, fees, or any subsidiary; no information related duties with respect to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has the Business been received by or assessed against Seller Group that in any such case affect the Company Assets. Notwithstanding anything contained herein to the contrary, any Property Tax assessment (whenever such assessment is enacted) due and payable on the day of or following the Closing Date shall be the responsibility of Purchaser and any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning Property Tax assessment payable prior to the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 Closing Date shall be the responsibility of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge Seller Group but for only such time that the IRS has proposed any Seller Group is the owner of such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:property.

Tax Matters. The (a) Company and each subsidiary Company Subsidiary has duly filed ------------ when due (including applicable extensions granted without penalty) (i) all Tax Returns which it is required material federal and state tax returns and reports, and (ii) all material returns and reports of other Governmental Entities having jurisdiction with respect to file under applicable laws; taxes imposed upon the income, properties, revenues, operations or other assets of Company or such Company Subsidiary. Such returns or reports are true, complete and correct in all such Tax Returns are true material respects. Company and accurate and has been prepared in compliance with all applicable laws; the each Company Subsidiary has paid all Taxes due taxes and owing by it other governmental charges including all applicable interest and penalties set forth in such returns or any subsidiary reports. (whether or not such Taxes b) There are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected no Liens on the books assets of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary Company Subsidiary relating to or attributable to any taxes (other than taxes not yet due and payable). All material federal, state and local taxes and other material governmental charges payable by Company or any Company Subsidiary have been paid or have been adequately accrued or reserved for on such entity's books in accordance with GAAP and banking regulations applied on a consistent basis. Until the Effective Time, Company and each Company Subsidiary shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles and banking regulations applied on a consistent basis. Neither Company nor any Company Subsidiary has received any written, or, to the Knowledge of Company, unwritten notice of a tax deficiency or assessment of additional taxes of any kind and, to the Knowledge of Company, there is no threatened claim against Company or may be subject to taxation by that jurisdiction. There are no foreignany Company Subsidiary or any basis for any such claim, for payment of any additional federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect taxes for any period prior to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 date of this Agreement in excess of the Internal Revenue Code accruals or reserves provided therefor in the most recent audited financial statements provided by Company to Purchaser. (c) Neither Company nor any predecessor provision thereof Company Subsidiary has constituted a "distributing corporation" or any similar provision a "controlled corporation" in a distribution of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) stock qualifying for tax-free treatment under Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or any similar provision of state, local or foreign law by reason (ii) in a distribution which could otherwise constitute part of a change in accounting method initiated by the Company "plan" or any "series of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation related transactions" (within the meaning of 897(c)(2Section 355(e) of the Internal Revenue Code during Code) that includes the applicable period specified Merger. (d) Proper and accurate amounts have been withheld by Company and each Company Subsidiary from its employees for all periods in 897(c)(1)(A)(ii) of compliance in all material respects with the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable tax withholding provisions of stateapplicable federal, state and local or foreign law)tax laws. All material federal, (B) as a transferee or successorstate and local tax returns have been filed by Company and each Company Subsidiary for all periods for which returns were due with respect to withholding, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:social security 21

Tax Matters. The Company (a) Except as set forth on Schedule 3.13: the Issuer, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file have filed under applicable lawsApplicable Law, except where the failure to do so would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawsApplicable Law; the Company has Issuer, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Issuer, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or agreement to extend the Company (including time with respect to any provisions material Tax assessment or deficiency; to the extent required by GAAP, the accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company Issuer and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, neither the Issuer nor any of its Subsidiaries have incurred any material liability for Taxes other than in the ordinary course of business; the federal income Tax Returns of the Issuer and its Subsidiaries have been made by a taxing authority in a jurisdiction where audited and closed for all tax years through 1998; to the Company does not file tax returns that knowledge of the Company Issuer or any subsidiary is or may be subject to taxation by that jurisdiction. There are its Subsidiaries, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Issuer, any Subsidiary or any subsidiaryAffiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary Issuer from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims raised by any such taxing authority concerning the CompanyIssuer's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Seller, and each subsidiary of its Affiliates has timely filed ------------ (taking into account any applicable extensions) all applicable Tax Returns and reports for all years and periods for which such returns and reports were due to be filed by it is required prior to file under applicable laws; all the Closing Date. Each of such Tax Returns are true as filed was correct and accurate complete. Seller and each of its Affiliates has not been prepared and is not currently the subject of an audit, other examination, matter in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeecontroversy, stockholderproposed adjustment, creditor refund litigation or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes proceeding with respect to Taxes by the Company (including Tax authorities of any provisions for deferred income taxes) reflected on the books nation, province, state or locality or other governmental authority, nor has Seller or any of the Company are adequate to cover its Affiliates received any notices from any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company relating to any such issue or any subsidiary is or may be subject to taxation by that jurisdictionpotential issue. There are no foreignliens for Taxes upon the Assets or properties of Seller, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries Affiliates or has the Business except for statutory liens for current Taxes not yet due. Neither Seller nor any knowledge that of its Affiliates has, as of the IRS has proposed date hereof, entered into an agreement or waiver extending any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate statute of limitations relating to the business payment or operations collection of Taxes. Seller and each of its Affiliates has timely paid all Taxes and Tax liabilities in respect of periods prior to the Companydate hereof and has accrued on its financial statement an amount necessary to pay in full all unpaid Taxes. The Company Seller and each of its Affiliates has not complied with all applicable Tax Laws. Seller is, and has been since its formation, a United States real property holding C corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any federal and state income tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Codepurposes. For purposes of this Section 4.14:Agreement, (i) “Tax” or “Taxes” means any federal, state, provincial, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative minimum or other tax of any kind whatsoever, including without limitation, any interest, penalty or addition thereto, whether disputed or not, and (ii) “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including without limitation, any schedule or attachment thereto, and including, without limitation, any amendment thereof.

Tax Matters. The Company (a) Each of Acquisition Co. and each subsidiary its Acquisition Sub has filed ------------ with the appropriate governmental agencies all material Tax Returns (as defined herein), and has paid in full or contested in good faith or made adequate provision for the payment of, material Taxes (as defined herein) due and owing (whether or not shown on any Tax Return) for all Tax Returns which it is required periods ending on or prior to file under applicable laws; all the date hereof. All such Tax Returns are true were correct and accurate complete in all material respects and has have been prepared in substantial compliance with all applicable lawslaws and regulations. The provisions for Taxes which will be set forth on the balance sheet included in the Acquisition Co.’s financial statements reflect and include adequate provisions for the payment in full of any and all material Taxes for which each of Acquisition Co. and its subsidiaries is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the date of such Acquisition Co. balance sheet; the Company has paid and all Taxes for periods beginning thereafter through the Closing Date have been, or will be, paid when due or adequately reserved against on the books of Acquisition Co. and owing by it or any subsidiary (whether or not such its Acquisition Sub. Each of Acquisition Co. and its Acquisition Sub has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes are and other items required to be shown on a Tax Return) withheld by it from employee wages or otherwise with respect to any amounts paid to any employee, independent contractor, creditor, stockholder, or other third party, and have withheld and has duly deposited the same in trust for or paid over to the appropriate proper taxing authorities and all Taxes which it is IRS Forms W-2 and 1099s required to withhold from amounts paid be filed with respect thereto have been properly completed and timely filed. Neither Acquisition Co. nor its Acquisition Sub has executed or owing filed with any taxing authority any currently effective agreement extending the periods for the assessment or collection of any Taxes. Except as set forth in Schedule 3.13, neither of Acquisition Co. nor its Acquisition Sub is a party to any employeepending action or proceeding by any governmental authority for the assessment or collection of Taxes and, stockholderto Acquisition Co.’s Knowledge, creditor there is no threatened action or other third parties; and proceeding by any governmental authority for the assessment or collection of Taxes from or against Acquisition Co. or its Acquisition Sub. Except as set forth in Schedule 3.13, since December 31, 19982000, the chargesUnited States federal income Tax Returns of Acquisition Co. and its Acquisition Sub have not been audited by the IRS nor has any state, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover local or other taxing authority audited any Tax liabilities Returns of Acquisition Co. and/or its Acquisition Sub. Except as set forth in Schedule 3.13, there is no material tax dispute or claim concerning the Company if Tax liability of Acquisition Co. or its current tax year were treated as ending on the date hereof. No claim has been made Acquisition Sub either (a) raised or claimed by a any taxing authority in writing, or (b) as to which Acquisition Co. has Knowledge. Neither Acquisition Co. nor its Acquisition Sub has been a jurisdiction where the Company does not file tax returns that the Company or any subsidiary member of an affiliated group filing a consolidated Federal income Tax Return (other than an affiliated group of which Acquisition Co. is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state was the common parent) or local tax audits has any liability for Taxes of another person (other than any other member of an affiliated group of which Acquisition Co. is or administrative or judicial proceedings pending or being conducted with respect to was the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company common parent) under Treasury Regulation Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) ), as a transferee or successor, by contract or otherwise. No claim has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law been made by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods a jurisdiction where Acquisition Co. or its Acquisition Sub does not file material Tax Returns that relate it is or may be subject to the business or operations of the Companytaxation in that jurisdiction. The Company Neither Acquisition Co. nor its Acquisition Sub has not been a “United States real property holding corporation corporation” within the meaning of Code Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in Code Section 897(c)(1)(A)(ii). Acquisition Co. and its Acquisition Sub have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) of the Internal Revenue Codein which Acquisition Co. or its Acquisition Sub has participated. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party Acquisition Co. and its Acquisition Sub have retained all documents and other records pertaining to any tax sharing agreement. The Company has Reportable Transaction in which they have participated, including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other records which are related to any Reportable Transaction in which Acquisition Co. or its Acquisition Sub have participated but not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this listed in Treasury Regulation Section 4.14:1.6011-4(g).

Tax Matters. The Company and each subsidiary has filed ------------ all (a) (i) All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Returnfiled (taking into account any extensions of time within which to file) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid by or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company and its Subsidiaries have been duly filed, (including ii) all Taxes due have been paid in full, (iii) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any provisions for deferred income taxesof the Tax Returns referred to in clause (i) reflected on the books are currently pending, and (v) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of the Company are adequate or its Subsidiaries. The Company has made available to cover any Tax liabilities Recap true and correct copies of the United States federal income Tax Returns filed by the Company if and its current tax year were treated as ending Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998. Neither the Company nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the end of the most recent period covered by the Company SEC Reports filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in the Company SEC Reports filed on or prior to the date hereof. No claim has been made by a taxing authority in a jurisdiction where Except as set forth on SCHEDULE 5.18, neither the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries Subsidiaries is a party to any Tax allocation or sharing agreement, is or has any knowledge that been a member of an affiliated group filing consolidated or combined Tax returns (other than a group the IRS has proposed any such adjustment common parent of which is or change in accounting method, was the Company) or otherwise has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable liability for the Taxes of another any person that is not a subsidiary of (other than the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawand its Subsidiaries), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Parent and each subsidiary has of its Subsidiaries have prepared and filed ------------ (or filed applicable extensions therefor) all Tax Returns which it is required to file under applicable laws; all have been filed by Parent or any such Tax Returns are true and accurate and has been prepared in compliance Subsidiary with all applicable laws; the Company has appropriate Governmental Authorities and paid all Taxes shown thereon or otherwise due and owing by it for payment, other than any such Taxes which Parent or any subsidiary (whether or not such Taxes Subsidiary are required to be shown on a Tax Return) contesting in good faith and for which adequate reserves have withheld been provided and paid over to reflected in Parent’s financial statements included in the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the Parent Filings. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company Parent in respect of Taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against Parent or any of its Subsidiaries nor, to cover Parent’s Knowledge, any Tax liabilities basis for the assessment of the Company if its current tax year were treated as ending on the date hereof. No claim has been made any additional Taxes, penalties or interest for any fiscal period or audits by a any federal, state, provincial, local or foreign taxing authority in except for any assessment which is not material to Parent and its Subsidiaries, taken as a jurisdiction where the Company does not file tax returns whole. All Taxes and other assessments and levies that the Company Parent or any subsidiary of its Subsidiaries is required to withhold or may be subject to taxation by that jurisdictioncollect for payment have been duly withheld and collected and paid to the proper Governmental Authority or third party when due, other than any such Taxes which Parent or any of its Subsidiaries are contesting in good faith and for which adequate reserves have been provided and reflected in Parent’s financial statements included in the Parent Filings. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions liens or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant pending or, to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateParent’s Knowledge, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change threatened in accounting method initiated by the Company writing against Parent or any of its subsidiaries Subsidiaries or any of their respective assets or property. Except as described in the Parent Filings, there are no outstanding Tax sharing agreements or other such arrangements between Parent and any of its Subsidiaries, on the one hand, and any other corporation or entity, on the other hand. Parent has not taken any knowledge that the IRS has proposed other action or knows of any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate other fact relating to the business or operations of Merger that would reasonably be expected to prevent the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable Merger from qualifying for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Intended Tax Treatment.

Tax Matters. The (a) Except as would not reasonably be expected to be material to the Company and each subsidiary has filed ------------ the Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries have timely filed, taking into account any valid extensions, all material Tax Returns which it is required to file under applicable laws; be filed by them, all such Tax Returns are true true, correct and accurate complete in all material respects, and has been prepared in compliance with all applicable laws; the Company has and its Subsidiaries have timely paid all material Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate Proceedings and have withheld and paid over to the appropriate taxing authorities all Taxes for which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company or its applicable Subsidiary has set aside adequate reserves in accordance with GAAP, (including ii) there are no Liens for material Taxes on any provisions for deferred income taxes) reflected on the books assets of the Company are adequate to cover or its Subsidiaries, other than Permitted Liens, (iii) no deficiency for any material Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made asserted or assessed by a taxing authority in a jurisdiction where the Company does not file tax returns that against the Company or any subsidiary of its Subsidiaries which deficiency has not been paid in full or which is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or not being conducted with respect to contested in good faith in appropriate Proceedings and for which the Company or its applicable Subsidiary has set aside adequate reserves in accordance with GAAP, (iv) the Company and its Subsidiaries have provided adequate reserves in their financial statements for any subsidiary; no information Taxes that have not been paid, (v) neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries or any customary commercial agreement entered into in the ordinary course of business not primarily related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by Taxes) and (vi) neither the Company or nor any subsidiary from of its Subsidiaries has any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning liability for the Company's Tax liability. The Taxes of any Person other than the Company (A) has not executed or entered into a closing agreement and its Subsidiaries pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) or otherwise by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G operation of the Internal Revenue Code. For purposes of this Section 4.14:Law.

Tax Matters. The Company i. Except as set forth on the attached "TAXES SCHEDULE": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations except to the extent that the failure to file would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and to the Company`s knowledge each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group is not expected to exceed the recorded liability therefor on the Latest Balance Sheet in any material respect (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are and its Subsidiaries have been audited and closed for all tax years through 1998; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiary; Affiliated Group, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There ; and to the Company's knowledge there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to ss. 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and or (B) has not agreed to or is required to make any adjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of ss. 897(c)(2) of the Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under underss. 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. ss. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under ss. 280G of the Internal Revenue Code. For purposes of this Section 4.14:

Tax Matters. The Company and each subsidiary has filed ------------ all (a)(i)All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Returnfiled (taking into account any extensions of time within which to file) by or with respect to DCA and its Subsidiaries have withheld and paid over to the appropriate taxing authorities been duly filed, (ii) all Taxes which it is required due have been paid in full, (iii) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to withhold from amounts paid in clause (i) are currently pending, and (v) no waivers of statutes of limitation have been given by or owing requested with respect to any employee, stockholder, creditor Taxes of DCA or other third parties; its Subsidiaries. DCA has made available to GDSC true and since correct copies of the United States federal income Tax Returns filed by DCA and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998, the charges, accruals and reserves for Taxes 1997. Neither DCA nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the Company (including any provisions for deferred income taxes) reflected on the books end of the Company are adequate most recent period covered by DCA's Regulatory Documents filed prior to cover any Tax liabilities the date hereof in excess of the Company if its current tax year were treated as ending amounts accrued with respect thereto that are reflected in the financial statements included in DCA's Regulatory Documents filed on or prior to the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or Neither DCA nor any of its subsidiaries Subsidiaries is a party to any Tax allocation or sharing agreement, is or has any knowledge that been a member of an affiliated group filing consolidated or combined Tax returns (other than a group the IRS has proposed any such adjustment common parent of which is or change in accounting method, was DCA) or otherwise has any application pending with liability for the Taxes of any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations person (other than DCA and its Subsidiaries). As of the Company. The Company date hereof, neither DCA nor any of its Subsidiaries has not been a United States real property holding corporation any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as reorganizations within the meaning of 897(c)(2) Section 368 of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) or Section 351 of the Internal Revenue Code. The Company has not made an election under 341(f(b) No Tax is required to be withheld pursuant to Section 1445 of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not Code as a subsidiary result of the Company under (A) Treastransfer contemplated by this Agreement. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:5.18.

Tax Matters. The (a) Between the date hereof and the Closing Date, the Company and each subsidiary has shall file or cause to be filed ------------ on a timely basis all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Return) and have withheld and paid over filed by it or by any of the other Acquired Corporations, either separately or as part of an affiliated group of corporations, pursuant to the appropriate Laws of each Governmental Authority with taxing authorities power over it or any of the other Acquired Corporations or any of the Acquired Corporations' assets and businesses. Each of such Tax Returns will be true, correct and complete in all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to material respects when filed. Neither the Company (including nor any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover Acquired Corporation shall make any election or file any amended Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority Return reflecting any position that could result in a jurisdiction where the Company does not file tax returns that material adverse Tax consequence to Veeco, Acquisition or the Company or any subsidiary is Acquired Corporation for any period beginning on or may be subject to taxation by that jurisdictionafter the Effective Time. There are no foreignAll transfer, federaldocumentary, state gross receipts, sales, use and property gains Taxes, and liabilities similar in nature, imposed or local tax audits payable on the sale or administrative or judicial proceedings pending or being conducted with respect to transfer of the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement Acquired Corporations' business pursuant to 7121 this Merger Agreement or the consummation of any of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law transactions contemplated hereby shall be paid by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) shall timely file all required transfer Tax Returns and/or notices of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) transfer of the Internal Revenue CodeAcquired Corporations' business with the appropriate Governmental Authority. The Veeco shall cooperate with the Company has not made an election under 341(f) in connection with the matters contemplated by this Section 5.10(a), which cooperation shall include, without limitation, providing information and executing and delivering documents, in connection with the Company's or any of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company Acquired Corporations' obligations under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:5.10(a).

Tax Matters. The Each of the Company and each subsidiary its Subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are tax returns required to be shown filed by it (and such returns are true, complete and correct in all material respects), has paid in full on a Tax Return) and have withheld and paid over to the appropriate taxing authorities timely basis all Taxes which it is required that are imposed under any laws or by any relevant taxing authority that are due and payable and has made adequate provision in the financial statements referred to withhold from amounts paid above for the payment of all Taxes not then due and payable including all Taxes shown to be payable on the returns or owing to any employee, stockholder, creditor on subsequent assessments with respect thereto and no other Taxes are payable by the Company or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes its Subsidiary with respect to the Company (including any provisions for deferred income taxes) reflected on items or time periods covered by the books returns. Each of the Company and its Subsidiary has made adequate and timely payment of instalments of the Taxes for the taxation period ending on or immediately before the Expiry Time. With respect to any taxation period up to and including the Expiry Time for which tax returns have not yet been filed or for which Taxes are adequate to cover any Tax liabilities not yet due and payable, each of the Company if and its current Subsidiary, has only incurred liabilities for Taxes in the ordinary course of its business consistent with past practice. Except as disclosed in the Data Room Materials, there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the filing of any tax year were treated as ending on return or the date hereofpayment of any Taxes. No claim has deficiencies exist or have been made by a taxing authority in a jurisdiction where the Company does not file tax returns that asserted with respect to Taxes of the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignits Subsidiary, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to neither the Company or nor any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or Subsidiary is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The action or proceeding or assessment or collection of Taxes, nor has any such event been asserted or threatened against the Company has not made nor its Subsidiary or any paymentsof their respective assets and, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G the best of the Internal Revenue Code. For purposes Company’s knowledge, as of the date of this Section 4.14:Agreement none of the Company or its Subsidiary is subject to any assessments, penalties or levies with respect to Taxes that will result in any liability on its part in respect of any period ending on or before the Expiry Time in excess of the amount provided for in the financial statements referred to above. Except as disclosed in the Data Room Materials on or prior to the date of this Agreement, to the knowledge of the Company and its Subsidiary, no audit, investigation, assessment or reassessment of Taxes is reasonably anticipated or imminent.

Tax Matters. The Company Each of City Holding, City National, and each subsidiary all other subsidiaries of City Holding are members of the same "affiliated group," as defined in Section 1504(a)(1) of the Code, as City Holding (collectively, the "City Holding Group"). Each member of the City Holding Group has filed ------------ or caused to be filed or (in the case of returns or reports not yet due) will file all Tax Returns which it is tax returns and reports required to file under applicable laws; have been filed by or for them before the Effective Time of the Holding Company Merger, and all information set forth in such Tax Returns are true and returns or reports is or (in the case of such returns or reports not yet due) will be accurate and has been prepared complete in compliance with all applicable laws; material respects. Each member of the Company City Holding Group has paid all Taxes due and owing by it or any subsidiary made adequate provision for, or (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to returns or reports not yet filed) before the Company (including any provisions for deferred income taxes) reflected on the books Effective Time of the Holding Company are Merger will pay or make adequate provision for, all taxes, additions to cover any Tax liabilities tax, penalties, and interest for all periods covered by those returns or reports. There are, and at the Effective Time of the Holding Company if its current tax year were treated as ending Merger will be, no unpaid taxes, additions to tax, penalties, or interest due and payable by any member of the City Holding Group that are or could become a lien on any asset, or otherwise materially adversely affect the date hereof. No claim business, property or financial condition, of any member of the City Holding Group except for taxes and any such related liability (a) incurred in the ordinary course of business for which adequate provision has been made by a taxing authority any member of the City Holding Group or (b) being contested in a jurisdiction where good faith and disclosed in Schedule 3.2(g). Each member of the City Holding Group has collected or withheld, or will collect or withhold before the Effective Time of the Holding Company does not file tax returns that Merger, all amounts required to be collected or withheld by it for any taxes, and all such amounts have been, or before the Effective Time of the Holding Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignMerger will have been, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect paid to the Company appropriate governmental agencies or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authorityset aside in appropriate accounts for future payment when due. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 Each member of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateCity Holding Group is in material compliance with, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:records contain all

Tax Matters. The Company and each subsidiary has of its Subsidiaries have prepared and filed ------------ (or filed applicable extensions therefor) all returns, declarations, reports, claims for refund, information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof (the “Tax Returns which it is Returns”) required to file under applicable laws; all have been filed by the Company or any such Tax Returns are true and accurate and has been prepared in compliance Subsidiary with all applicable laws; the Company has Governmental Authorities and paid all Taxes shown thereon or otherwise due and owing by it for payment, other than any such Taxes which the Company or any subsidiary (whether or not such Taxes Subsidiary are required to be shown on a Tax Return) contesting in good faith and for which adequate reserves have withheld been provided and paid over to reflected in the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, Company’s financial statements included in the SEC Filings. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company in respect of Taxes for all fiscal periods are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that all material respects, and there are no material unpaid assessments against the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignof its Subsidiaries nor, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company Company’s Knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any subsidiary; no information related to Tax matters has been requested fiscal period or audits by any foreign, federal, state or local taxing authority; and, authority except as disclosed above, no written notice indicating an intent for any assessment which is not material to open an audit or other review has been received by the Company or any subsidiary from any foreignand its Subsidiaries, federal, state or local taxing authoritytaken as a whole. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; All Taxes and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by other assessments and levies that the Company or any of its subsidiaries Subsidiaries is required to withhold or has any knowledge that to collect for payment have been duly withheld and collected and paid to the IRS has proposed proper Governmental Authorities or third party when due, other than any such adjustment Taxes which the Company or change any of its Subsidiaries are contesting in accounting methodgood faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in the SEC Filings. There are no Tax liens or claims pending or, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business Company’s Knowledge, threatened in writing against the Company or operations any of its Subsidiaries or any of their respective assets or property. Except as described in the CompanySEC Filings, there are no outstanding Tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries, on the one hand, and any other corporation or entity, on the other hand. The Company has not been a United States real property holding corporation within taken any other action or knows of any other fact relating to the meaning of 897(c)(2) of Merger that would reasonably be expected to prevent the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable Merger from qualifying for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Intended Tax Treatment.

Tax Matters. The Company (a) Except as set forth on the attached Taxes Schedule: the Issuer, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file have filed under applicable lawsApplicable Law, except where the failure to do so would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawsApplicable Law; the Company has Issuer, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Issuer, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or agreement to extend the Company (including time with respect to any provisions material Tax assessment or deficiency; to the extent required by GAAP, the accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company Issuer and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, neither the Issuer nor any of its Subsidiaries have incurred any material liability for Taxes other than in the ordinary course of business; the federal income Tax Returns of the Issuer and its Subsidiaries have been made by a taxing authority in a jurisdiction where audited and closed for all tax years through 1998; to the Company does not file tax returns that knowledge of the Company Issuer or any subsidiary is or may be subject to taxation by that jurisdiction. There are its Subsidiaries, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Issuer, any Subsidiary or any subsidiaryAffiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary Issuer from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims raised by any such taxing authority concerning the CompanyIssuer's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable lawsdue date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all such Tax Returns are true and accurate and has been prepared material respects in compliance with all applicable lawsLegal Requirements; and (iii) have been provided or made available to PNCR. All Taxes owed by the Company has have been withheld and paid all Taxes due and owing by it or any subsidiary (when due, whether or not such Taxes amounts are required to be shown on a any Tax Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) and have to pay any Tax. The Company has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, creditor or other third parties; party, and since December 31, 1998, the charges, accruals all forms and reserves for Taxes statements required with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has thereto have been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; properly completed and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:timely filed.

Tax Matters. The Company (a) Except as set forth in the Sunrise Financial Statements, the Sunrise Disclosure Letter, or the STC SEC Documents, (i) Sunrise and each subsidiary has of its subsidiaries have timely filed ------------ with the appropriate taxing authorities all material Tax Returns which it is required to be filed through the date hereof and will timely file any such material Tax Returns required to be filed on or prior to the Closing Date (except those under applicable laws; valid extension) and all such Tax Returns are and will be true and accurate and has been prepared correct in compliance with all applicable laws; the Company has paid material respects, (ii) all Taxes of Sunrise and each of its subsidiaries shown to be due and owing by it on the Tax Returns described in clause (i) above have been or any subsidiary will be timely paid or adequately reserved for in accordance with GAAP (whether or not except to the extent such Taxes are required being contested in good faith), (iii) no material deficiencies for any Taxes have been proposed, asserted, or assessed against Sunrise or any of its subsidiaries that have not been fully paid or adequately provided for in the appropriate financial statements of Sunrise and its subsidiaries, and no power of attorney in respect of any Taxes has been executed or filed with any taxing authority and no material issues relating to be shown Taxes have been raised in writing by any Governmental Entity during any presently pending audit or examination, (iv) Sunrise and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation in respect of the Tax Returns have been given by or requested in writing from Sunrise or any of its subsidiaries, (v) there are no material liens for Taxes (other than for Taxes not yet due and payable) on any assets of Sunrise or any of its subsidiaries, (vi) neither Sunrise nor any of its subsidiaries is a Tax Returnparty to or bound by (nor will any of them become a party to or bound by) and have withheld and paid over any tax indemnity, tax sharing, tax allocation agreement, or similar agreement, arrangement, or practice in respect of Taxes, (vii) neither Sunrise nor any of its subsidiaries has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, other than the affiliated group of which Sunrise is the common parent, (viii) neither Sunrise nor any of its subsidiaries has filed a consent pursuant to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any collapsible corporation provisions for deferred income taxesof Section 341(f) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company Code (or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, corresponding provision of state or local tax audits Law) or administrative or judicial proceedings pending or being conducted with respect agreed to have Section 341(f)(2) of the Company Code (or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, corresponding provisions of state or local taxing authority; and, except as disclosed above, no written notice indicating an intent Law) apply to open an audit or other review has been received any disposition of any asset owned by the Company Sunrise or any subsidiary from of its subsidiaries, as the case may be, (ix) neither Sunrise nor any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) of its subsidiaries has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or make, nor is any required to make make, any adjustments pursuant to 481 (aadjustment under Section 481(a) of the Internal Revenue Code or any similar provision of state, local local, or foreign law Law by reason of a change in accounting method initiated or otherwise, (x) Sunrise and its subsidiaries have complied in all material respects with all applicable Laws relating to withholding of Taxes, and (xi) no property owned by the Company Sunrise or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate (A) is property required to be treated as being owned by another person pursuant to the business or operations provisions of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2Section 168(f)(8) of the Internal Revenue Code during of 1954, as amended and in effect immediately prior to the applicable period specified in 897(c)(1)(A)(iienactment of the Tax Reform Act of 1986; (B) constitutes "tax exempt use property" within the meaning of Section 168(h)(l) of the Internal Revenue Code. The Company has not made an election under 341(f; or (C) is tax exempt bond financed property within the meaning of Section 168(g) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. (a) The Company and each subsidiary has of its Subsidiaries have (i) timely filed ------------ with the appropriate Governmental Authorities every material return, report or other document or information (including any election, declaration, disclosure, schedule, estimate or information return) required to be supplied to a taxing authority or agent thereof in connection with Taxes ("TAX RETURNS") required to be filed for all Tax Returns periods ending on or prior to the Effective Time, and for which it a tax return is required by applicable Law to file under applicable laws; all be filed on or prior to such Effective Time (including pursuant to extensions properly obtained), and such filed Tax Returns are true correct and accurate complete in all material respects, (ii) timely paid in full or made adequate provision for the payment of all Taxes for all periods ending at or prior to November 30, 2005 and has been prepared in compliance with all applicable laws; the Company has (iii) timely withheld and paid all Taxes due and owing required by it or any subsidiary (whether or not such Taxes are required applicable Laws to be shown on a Tax Return) and have been withheld and paid over to as of the appropriate taxing authorities all Taxes which it is required to withhold from Effective Time in connection with amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, or other third parties; and since December 31, 1998, the charges, accruals party. The liabilities and reserves for Taxes with respect to reflected in the balance sheet included in the Company (including any provisions Reports as of and for deferred income taxes) reflected on the books of the Company period ended September 30, 2005 are adequate to cover any Tax liabilities all Taxes of the Company if and its current tax year were treated as Subsidiaries for all periods ending on at and prior to the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There of such balance sheet and there are no material unresolved questions Liens for Taxes upon any property or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 asset of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting methodSubsidiaries, or has any application pending with any taxing authority requesting permission except for any changes in accounting methods that relate to the business or operations of the CompanyLiens for Taxes not yet due. The Company has not been delivered to the Parent correct and complete copies of all federal income Tax Returns filed for 2002, 2003 and 2004, and any amended federal income Tax Returns filed within the three-year period ending on the Agreement Date, and all state, local and foreign income Tax Returns filed for 2004. The Company and its Subsidiaries have each disclosed on their respective Tax Returns all positions taken therein that could give rise to a United States real property holding corporation substantial understatement of Tax within the meaning of 897(c)(2) Code Section 6662 or any similar provision of the Internal Revenue Code during the applicable period specified Law, and is in 897(c)(1)(A)(ii) possession of the Internal Revenue Code. The Company has not made an election supporting documentation as may be required under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:such provision.

Tax Matters. The (a) Except as disclosed on Section 2.13 of the Company Disclosure Schedule, (i) the Company and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any extension of time within which to file) all income Tax Returns which it is and other material Tax Returns required to file under applicable laws; be filed by any of them as of the date of this Agreement and all such Tax Returns tax returns are true true, correct and accurate and has been prepared complete in compliance with all applicable laws; material respects, (ii) the Company has and each of its Subsidiaries have paid all Taxes due and owing required to be paid by it or any subsidiary (whether or not such Taxes are required to be shown on a any Tax Return) and have withheld and paid over to the appropriate taxing authorities all ), except Taxes which it is required to withhold from amounts paid have not yet accrued or owing to otherwise become due or that are being contested in good faith by appropriate proceedings, (iii) as of the date of this Agreement there are not pending or, threatened in writing, any employeeaudits, stockholderexaminations, creditor investigations, claims, disputes, actions or other third parties; proceedings in respect of Taxes against the Company or any of its Subsidiaries and since December 31January 1, 19982003 no claim for the assessment or collection of any Taxes has been asserted in writing against the Company or any of its Subsidiaries that has not been settled with all amounts due having been paid, (iv) no officer responsible for Tax matters of the charges, accruals and reserves for Company has personal knowledge that any authority will propose or assess any additional material Taxes with respect to the Company or any Subsidiary (including any provisions for deferred other than Taxes incurred in the ordinary course on income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on accruing after the date hereof. No claim ), (v) neither the Company nor any of the Subsidiaries are presently the beneficiary of any extension of time within which to file any Tax Return, (vi) no written claim, or written notice of claim, has been made since January 1, 2003, by a taxing an authority in a jurisdiction where the Company does or any of the Subsidiaries do not file tax returns Tax Returns, and no officer responsible for Tax matters of the Company has personal knowledge that the Company or any subsidiary of the Subsidiaries is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to an authority in a jurisdiction where the Company or any subsidiary; of the Subsidiaries do not file Tax Returns, (vii) there are no information related to Tax matters has been requested by liens for Taxes (other than Permitted Liens) upon any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by of the assets of the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Subsidiaries, (viii) the Company and each of the Subsidiaries have delivered to Parent true, correct and complete copies of all Tax Returns, ruling requests, private letter rulings, closing agreements, settlement agreements, tax opinions, examination reports and statements of deficiencies filed or received since January 1, 2003, (ix) neither the Company nor any of the Subsidiaries have waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax payment, assessment, deficiency or collection, (x) since January 1, 2003, neither the Company nor any of the Subsidiaries has been a member of an affiliated group of corporations within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return nor does the Company or any predecessor provision thereof of the Subsidiaries have any liability for Taxes of any other Person under Treasury Regulations § 1.1502-6 (or any similar provision of stateforeign, state or local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) Law), other than the consolidated group of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by which the Company or any of its subsidiaries or has any knowledge that is currently the IRS has proposed any such adjustment or change in accounting methodparent corporation, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to (xi) the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code. The , (xii) neither the Company has not made an election under 341(f) nor any of the Internal Revenue Code. The Subsidiaries is a party to any Tax allocation, indemnity or sharing arrangement (other than agreements among the Company is and any of its Subsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not liable for relate to Taxes), (xiii) the Taxes of another person that is not a subsidiary Company and each of the Subsidiaries has disclosed to the IRS all positions taken on their federal income Tax Returns which could give rise to a substantial understatement of Tax under Section 6662 of the Code and the Company and each of the Subsidiaries have not engaged in any transaction that could give rise to a disclosure obligation as a “listed transaction” under Section 6011 of the Code and Treasury Regulations promulgated thereunder during the four (4) year period ending on the date hereof, (xiv) neither the Company nor any of the Subsidiaries has any material income or gain reportable for a taxable period ending after the Closing Date but attributable to (A) Treas. Reg. 1.1502-6 a transaction occurring in, or (B) a change in accounting method made for, a taxable period beginning prior to the Closing Date which resulted in a deferred reporting of material income or comparable gain from such transactions, a timing difference in the reporting of material income or gain between Tax and GAAP accounting methods or from such change in accounting method, (xv) neither the Company nor any of the Subsidiaries has distributed stock of another entity, and have not had its stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code, and (xvi) neither the Company nor any of the Subsidiaries are currently subject to a limitation pursuant to Section 382 or 383 of the Code or similar provisions of state, local or foreign law), other than with respect to the “ownership change” (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G within the meaning of Section 382 of the Internal Revenue Code. For purposes of this Section 4.14:Code or a similar concept under the relevant state, local or foreign law) which occurred in 1997.

Tax Matters. (a) The Company and each subsidiary of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax (as defined below) purposes of which the Company or any of its subsidiaries is or has been a member, have properly completed and timely filed ------------ all Tax Returns which it is (as defined below) required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all be filed by them. All Taxes due and owing by it the Company or any subsidiary of the Company (whether or not such Taxes are required to be shown on a return) have been paid and adequate reserves are provided in the Company's financial statements for Taxes owing but not yet due. There is (i) no material claim for Taxes that is a lien (as herein defined) against the property of the Company or any or its subsidiaries or is being asserted against the Company or any of its subsidiaries other than liens for Taxes not yet due and payable, (ii) no audit of any Tax ReturnReturn of the Company or of any of its subsidiaries is presently being conducted by a Tax Authority (as defined below) and have withheld and paid over (iii) no extension of the statute of limitations on the assessment of any Taxes granted by the Company or any of its subsidiaries is currently in effect. Neither the Company nor any of its subsidiaries is a party to any agreement, contract or arrangement that may result in the payment of any amount that would not be deductible by reason of Section 280G or Section 404 of the Code or similar provisions under other Tax Laws. Neither the Company nor any of its subsidiaries has been or will be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the appropriate taxing authorities all Taxes Merger. Neither the Company nor any of its subsidiaries has filed or will file any consent to have the provisions of paragraph 341(f)(2) of the Code (or comparable provisions of any state Tax laws) apply to the Company or any of its subsidiaries. Neither the Company nor any subsidiary of the Company is a party to any Tax sharing or Tax allocation agreement nor does the Company or any subsidiary have any liability or potential liability to another party under any such agreement. The Company has not ever been a member of a consolidated, combined or unitary group of which it is the Company was not the ultimate parent corporation. All monies that the Company and its subsidiaries are required by law to withhold from in connection with amounts paid or owing to any employee, stockholder, creditor or other third parties; person have been withheld and since December 31, 1998, the charges, accruals and reserves for Taxes with respect either timely paid to the Company (including any provisions proper Tax Authority, or, if not yet due, set aside in accounts for deferred income taxes) reflected such purposes and accrued on the books of the Company and any subsidiary, as applicable. Neither the Company nor any of its subsidiaries are adequate aware of any investigation pending, threatened, or likely to cover be commenced by any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a Authority for any jurisdiction where the Company does and its subsidiaries do not file tax returns Tax Returns with respect to a given Tax that may lead to an assertion by such Tax Authority that the Company or any subsidiary is or may be subject to taxation by that such Tax in such jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary none of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions and its subsidiaries is aware of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to meritorious basis for such an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:investigation.

Tax Matters. The Company As of the date of organization and each subsidiary has filed ------------ at all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and times thereafter, the Business has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required continues to be shown on a Tax Return) and have withheld and paid over to corporation within the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 meaning of the Internal Revenue Code or any predecessor provision thereof or any similar provision of 1986, as amended (the “Code”). Except as described on Schedule 5.8, the Business, as of the date hereof, has timely and accurately filed all federal, state, foreign and local tax returns and reports required to be filed by it prior to such date, and has timely and accurately paid or foreign made adequate provision on its Financial Statements for all taxes shown to be owing thereon, and will continue to do so through the Effective Date. The Business has collected or withheld all amounts required to be collected or withheld by it for any taxes and all such amounts has been paid to the appropriate governmental agencies or reserved for future payment when due. There are, and on the Effective Date will be, no due and unpaid taxes, additions to tax, penalties, or interest payable by the Business or by any other entity that are or could become a lien on any asset, or otherwise adversely affect the business, properties or financial condition, of the Business. Unpaid taxes not yet due will be accrued on the Business’ books as of the Effective Date. The Business is in compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and tax withholding requirements. The balance sheet contained in the Financial Statements fully and properly reflects, as of the date thereof, the liabilities of the Business for all accrued taxes, additions to tax, penalties and interest. The Business is not, nor will it become, subject to any additional taxes, interest, penalties or other similar charges as a result of filing or failing to file timely or accurately, as required by applicable law; , any tax return or to pay timely any amount required to be paid with respect thereto, including, without limitation, any such taxes, interest, penalties or charges resulting from the obtaining of an extension of time to file any return or to pay any tax. No assessments or notices of deficiency or other communications have been received by the Business with respect to any such return. There are no agreements between the Business and (B) any taxing authority, including, without limitation, the Internal Revenue Service, waiving or extending any statute of limitations with respect to any tax return, and it has not agreed filed a consent under Section 341(f) of the Code. The Business is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code. The Shareholder is not a “foreign person” for purposes of Section 1445 of the Code. None of the transactions contemplated hereby will result in any of the Business making or is being required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change “excess parachute payment” as that term is defined in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under § 280G of the Internal Revenue Code. For purposes of this Section 4.14:Purchaser hereby acknowledges that the 2006 tax return has yet to be filed, but Seller agrees that such tax return will be filed as soon as practicable after the Closing Date. Any taxes, interest and penalties due thereon for 2006 will be paid by Seller.

Tax Matters. The Company (a) Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject and its Subsidiaries have been audited and closed for all tax years through 1998; to taxation by that jurisdiction. There are the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiaryAffiliated Group; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary Corporation has filed ------------ all Tax Returns which it is foreign, federal, state, county and local reports and returns or extensions with respect to Taxes required to file under applicable laws; be filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are true reports and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes returns are required to be shown on a Tax Return) filed and have withheld all such reports and paid over to the appropriate taxing authorities returns are true, correct and complete in all material respects as filed. All Taxes which it is required to withhold from amounts have been paid or owing to accrued by the Corporation for any employee, stockholder, creditor tax period ended on or other third parties; and since before December 31, 19981999 have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999. Since December 31, 1999, the chargesCorporation has not incurred any liability for Taxes other than as a result of the operation of its business in the ordinary course, accruals consistent with past practice. To the Corporation's knowledge, no issues have been raised which are currently pending by the Internal Revenue Service or any other taxing authority concerning the Corporation's liability for Taxes, or the liability of any person whose liability for Taxes is determined by reference to the taxable income of the Corporation, and reserves no waivers of statutes of limitations have been given or requested with respect to the Corporation or any such person. There is no tax lien of any kind outstanding against the assets, property, or business of the Corporation. All deficiencies asserted or assessments made by the Internal Revenue Service or by any other taxing authorities with respect to Taxes with respect to the Corporation have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999 and no proposed (but unassessed) additional Taxes have been asserted and the Corporation does not know of any set of circumstances which exists that could give rise to any claim for Taxes with respect to any period ending on or before the Company (including any provisions for deferred income taxes) reflected on the books Closing Date. Since January 1, 1997, there have been no audits of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being Corporation conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liabilityInternal Revenue Service. The Company Corporation: (Ai) has not executed or entered into elected to be treated as a closing agreement collapsible corporation pursuant to 7121 Section 341(f) of the Internal Revenue Code; and (ii) has not made any other elections pursuant to the Code (other than elections that relate solely to matters of accounting, depreciation, or amortization) that would have a Material Adverse Effect. The Corporation has not made any predecessor provision thereof material payments, is not obligated to make any material payments and is not a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Section 280G of the Code. The Corporation is not a party to any tax allocation or sharing agreement. The Corporation (i) has not been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Corporation), and (ii) does not have any liability for the Taxes of any entity (other than the Corporation) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of statelocal, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract contract, or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company has prepared and each subsidiary has timely filed ------------ (including extensions that have been duly perfected) all Tax Returns which it is income tax returns and all other tax returns required to file under applicable laws; be filed by it and all such Tax Returns are true tax returns were true, correct and accurate and has been prepared complete in compliance with all applicable laws; the material respects. The Company has paid all Taxes taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to any tax return as due). As of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid date of this Agreement, there are not pending or owing to threatened in writing, any employeeaudits, stockholderexaminations, creditor investigations or other third parties; proceedings in respect of U.S. federal income or other material tax matters. The Company’s presentation of its deferred tax assets and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected tax liabilities on the books its Financial Statements is accurate in all material respects. The sum of accrued but unpaid taxes of the Company are adequate to cover any Tax liabilities did not, as of the Company if its current tax year were treated as ending Base Balance Sheet Date, exceed the reserve of taxes set forth on the date hereof. No claim has been made by a taxing authority in a jurisdiction where face of the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authoritymost recent financial statements. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 liens for taxes on any of the Internal Revenue Code assets of the Company or Company Subsidiaries. None of the Company or any predecessor provision thereof of the Company Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign law; Law). The Company and (B) each Company Subsidiary is, and has not agreed to or is required to make been since the date of its formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any adjustments Company Subsidiary has elected pursuant to 481 (athe Code to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company and each Company Subsidiary has not made an election participated in any “listed transactions” as defined under 341(fTreasury Regulations § 1.6011-4(b)(2) of the Internal Revenue Code(or otherwise participated in, or advised on, any transaction that required disclosure to a taxing authority to reduce or eliminate tax, interest or penalties). The Company is not liable for the Taxes of another person that is not a subsidiary Each of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions and the Company Subsidiaries has complied with all applicable Laws related to the payment and withholding of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party material Taxes and has duly and timey paid over to any tax sharing agreement. The Company has not made any payments, is obligated the appropriate taxing authorities all material amounts required to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:so withheld and paid over.

Tax Matters. The Company Seller, ODM and each subsidiary has OTC have heretofore delivered to Purchaser true, complete and correct copies of the Federal, state and local tax returns filed ------------ by Seller for the year ended February 28, 1997, and in the case of ODM, all Tax Returns which it is returns or statements required by the Mexican Federal, state and local governmental authorities, for the two (2) taxable years of ODM ended December 31, 1995 and 1996, any statement of audit adjustments applicable thereto and all Federal, state and local returns (and the Mexican equivalent thereof) of estimated taxes filed during 1996 and 1997. Seller and ODM have duly and timely filed all federal, state, local and other tax and information returns (and the Mexican equivalent thereof) required to file under applicable laws; be filed with regard to any income, sales, use, gross receipts, property, employment and other taxes, charges, levies or other assessments related to the Business, the Acquired Assets and/or ODM's assets, and have duly paid in full or made adequate provision for all taxes and other charges shown as due on such Tax Returns are true and accurate and has returns or which otherwise have been prepared in compliance with all applicable laws; accrued or have become due prior to the Company has paid all Taxes due and owing by it or any subsidiary (date hereof whether or not shown on any such Taxes return. Neither Seller nor ODM have received any written notice of any claim or claims for additional taxes which are required claimed to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which due from it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federalFederal, state or local taxing authority; andauthority in the United States or Mexico, except as disclosed above, no written notice indicating an intent or foreign taxing authorities in connection with such reports or returns or with respect to open an audit the organization or operation of Seller's or ODM's business. Seller has not filed any "S" Corporation or other review consents or elections under the Code, other than such consents and elections, if any, reflected in the tax reports and returns furnished to Purchaser. There are no liens for Federal, state or local taxes in the United States or Mexico, or foreign taxes, assessments or government charges or levies upon any of either Seller's or ODM's properties or assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any income tax or other return of Seller or ODM for any period and there are not, nor have there been, any audits of Seller or ODM by any Federal, state or local governmental tax authority in the United States or Mexico and no notice of any audit has been received by the Company either Seller or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:ODM.

Tax Matters. The Company Company: (i) has timely filed all tax returns that are required to have been filed by it with all appropriate federal, state, county and each subsidiary local governmental agencies (and all such returns fairly reflect the Company’s operations for tax purposes); (ii) has filed ------------ timely paid all Tax Returns taxes owed by it, including those for which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required obligated to withhold from amounts paid or owing to any employee, stockholderemployee (including without limitation social security taxes), creditor or third party (other third partiesthan taxes the validity of which are being contested in good faith by appropriate proceedings); and since December 31, 1998, the charges, accruals and reserves for Taxes (iii) has not waived any statute of limitations with respect to taxes or agreed to any extension of time with respect to a tax assessment or deficiency. The assessment of any additional taxes for periods for which returns have been filed is not expected to exceed the Company (including any provisions for deferred income taxes) reflected on recorded liability therefor, and, to the books best of the Company Company’s knowledge, there are adequate no material unresolved questions or claims concerning the Company’s tax liability. The Company’s tax returns have not been reviewed or audited by any federal, state, local or county taxing authority. There is no pending dispute with any taxing authority relating to cover any Tax liabilities of said returns which, if determined adversely to the Company if its current tax year were treated as ending on Company, would result in the date hereofassertion by any taxing authority of any valid deficiency in any material amount for taxes. No written claim has ever been made by a taxing any authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignSince the most recent Financial Statements, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or has not incurred any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or material taxes other review has been received by than in the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liabilityordinary course of business. The Company does not have any liability for the taxes of any other person (Aother than its wholly-owned subsidiaries) has not executed or entered into a closing agreement pursuant to 7121 the requirements of the Internal Revenue Code law, contract, intercompany arrangement or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G “United States real property holding corporation” (within the meaning of section 897(c)(2) of the Internal Revenue Code. For purposes of this Section 4.14:).

Tax Matters. (a) The Company and each subsidiary has of its Subsidiaries have (i) filed ------------ all federal, state, local and foreign Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are as defined below) required to be filed by them (taking into account extensions), (ii) paid or accrued all Taxes (as defined below) shown to be due on such Returns or which are otherwise due and payable and (iii) paid or accrued all Taxes for which a Tax Returnnotice of assessment or collection has been received, except in the case of clause (i), (ii) or (iii) for any such filings, payments or accruals which do not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, or to the knowledge of the Company, is threatening to assert any claims for Taxes, against the Company or any of its Subsidiaries which claims, if determined adversely to the Company or such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries have withheld or collected and paid over to the appropriate taxing authorities Governmental Entities (or are properly holding for such payment) all Taxes required by Law to be withheld or collected, except for amounts which it is required to withhold from amounts paid do not, individually or owing in the aggregate, have a Material Adverse Effect on the Company. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books material Tax Return of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has made an election under Section 341(f) of the Code. There are adequate to cover any Tax liabilities no liens for Taxes upon the assets of the Company if or any of its current tax year were treated as ending Subsidiaries (other than liens for Taxes that are not yet due), except for liens which do not, individually or in the aggregate, have a Material Adverse Effect on the date hereofCompany. Neither the Company nor any of its Subsidiaries (i) has any liability under Treasury Regulation Section 1.1502-6 or analogous state, local, or foreign law provision, except to the extent any such liabilities, individually or in the aggregate, do not have a Material Adverse Effect on the Company, or (ii) is a party to a Tax sharing or Tax indemnity agreement or any other agreement of a similar nature with any entity other than the Company or any of its Subsidiaries that remains in effect and under which the Company or any such Subsidiary could have any material liability for Taxes. No claim has been made in writing by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns Tax Returns that the Company or any subsidiary of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no foreignjurisdiction where such claim, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect if determined adversely to the Company or any subsidiary; no information related to Tax matters has been requested by any foreignsuch Subsidiary, federalwould, state individually or local taxing authority; andin the aggregate, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by have a Material Adverse Effect on the Company. Neither the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries Subsidiaries is the subject of any currently ongoing audit or has any knowledge that the IRS has proposed any such adjustment or change in accounting methodexamination with respect to a material amount of Taxes, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate nor, to the business or operations knowledge of the Company. The Company , has not any such audit been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (threatened or comparable provisions of stateproposed, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:taxing authority.

Tax Matters. The Company and each subsidiary has filed ------------ all (i) All Tax Returns which it is that are required to be filed on or before the Closing Date (taking into account any extensions of time within which to file under applicable laws; that have not expired) by or with respect to TriCo or any of its Subsidiaries have been or will be timely filed on or before the Closing Date, (ii) all such Tax Returns are true or will be true, correct and accurate and has been prepared complete in compliance with all applicable laws; the Company has paid material respects, (iii) all Taxes due and owing payable by it or with respect to TriCo or any subsidiary of its Subsidiaries (whether or not such Taxes are required to be shown as due on a any Tax Return) have been timely paid in full, (iv) the unpaid Taxes of TriCo and have withheld and paid over to its Subsidiaries did not, as of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeedate of the most recent financial statements, stockholder, creditor or other third parties; and since December 31, 1998, exceed the charges, accruals and reserves reserve for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected Tax liability set forth on the books face of such financial statements and do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of TriCo and its Subsidiaries in filing its Tax Returns, (v) all deficiencies asserted or assessments made as a result of examinations conducted by any taxing authority have been paid in full, (vi) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Company Tax Returns referred to in clause (v) are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No currently pending, and (vii) no claim has been made in writing in the past five (5) years by a taxing authority in a jurisdiction where the Company TriCo or any of its Subsidiaries does not already file tax returns Tax Returns that the Company TriCo or any subsidiary a Subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignNeither Trico nor any of its Subsidiaries has taken any action or failed to take any action, federalor is aware of any fact or circumstance, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect in each case, that could reasonably be expected to prevent the Company or any subsidiary; no information related Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. TriCo has made available to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company FNBB (A) has not executed or entered into a closing agreement pursuant to 7121 true and correct copies of the Internal Revenue Code U.S. federal and state income tax returns filed by or any predecessor provision thereof or any similar provision on behalf of state, local or foreign law; TriCo and its Subsidiaries for the most recent three (3) years and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated audit reports by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any respective taxing authority requesting permission for any changes in accounting methods that relate authorities making adjustments to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:those returns.

Tax Matters. (a) The Company and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any extension of time within which to file) all Tax Returns which it is required to file under applicable laws; be filed by any of them and all such filed Tax Returns are true complete and accurate in all material respects. The Company and has been prepared in compliance with all applicable laws; the Company has each of its Subsidiaries have paid all Taxes due and owing that are required to be paid by it or any subsidiary of them (whether or not such Taxes are required to be shown show on a Tax Return) ), except with respect to matters contested in good faith and for which adequate reserves have been established in accordance with GAAP. All Tax Returns of the Company and each of its Subsidiaries for all periods ending on or before December 31, 2005, have been examined by the relevant taxing authority (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired). There are no pending or, to the knowledge of the Company, threatened in writing, audits, examinations, investigations or other proceedings in respect of Tax matters. There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than the Company Permitted Liens. None of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law). The Company and each of its Subsidiaries have withheld and paid over to the appropriate taxing authorities all amounts of Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, stockholder or other third parties; and since December 31party. Neither the Company nor any of its Subsidiaries is a party to or has any obligation under any Tax sharing, 1998Tax indemnity or Tax allocation agreement or similar contract or arrangement. Neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2). Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the charges, accruals and reserves Closing Date as a result of any (A) change in method of accounting for Taxes with respect a taxable period ending on or prior to the Company Closing Date, (including any provisions for deferred income taxesB) reflected on the books closing agreement as described in Section 7121 of the Company are adequate Code (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to cover the Closing Date, (C) intercompany transactions or any Tax liabilities excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date. Neither the Company if nor any of its current Subsidiaries has operating losses or other tax year were treated as ending on attributes presently subject to limitation under Sections 279, 382, 383, or 384 of the date hereofCode, or the federal consolidated return regulations. No written claim has been made within the previous five (5) years by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that Tax Returns but where the Company or any subsidiary of its Subsidiaries is or may be subject to taxation by that jurisdictionor must file Tax Returns. There are no foreignSince January 1, federal2003, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to neither the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries or Subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation member of an affiliated group of corporations within the meaning of 897(c)(2) Section 1504 of the Internal Revenue Code during Code, other than the applicable period specified in 897(c)(1)(A)(ii) affiliated group of which the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:common parent.

Tax Matters. There are no Taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign Taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits or other proceedings of any Tax Returns or reports by any applicable federal, state, local or foreign Governmental Entity and no such examinations, audits or proceedings have been threatened in writing. The Company has duly and each subsidiary has timely filed ------------ all federal, state, county, local and foreign Tax Returns which it is required to file under applicable laws; have been filed by it and all such Tax Returns are true true, correct and accurate and has been prepared complete in compliance all material respects. There are in effect no waivers of applicable statutes of limitations with all applicable laws; respect to Taxes for any year. All material Taxes that the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts or to collect for payment have been duly withheld and collected and paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company proper Governmental Entity or third party when due (including any provisions or set aside for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofpayment when due). No claim has ever been made by a taxing authority Governmental Entity in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or liens for Taxes (other than Taxes not yet due and payable) upon any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations assets of the Company. The Company has is not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) distributed stock of another Person or has had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 355 of Section 361 of the Internal Revenue Code. The Company is will not liable be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Taxes Closing as a result of another person that is not any: (i) change in method of accounting for a subsidiary taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing; (iii) “closing agreement” as described in Section 7121 of the Company under (A) Treas. Reg. 1.1502-6 Code (or comparable provisions any corresponding or similar provision of state, local or foreign non-U.S. Tax law) executed on or prior to the Closing; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law); (v) installment sale or open transaction disposition made prior to the Closing; or (vi) prepaid amount or deferred revenue received prior to the Closing. The Company (i) has not been a member of an affiliated group filing a consolidated, combined, or unitary federal, state, local, or non-U.S. income Tax Return (other than a group the common parent of which was Parent or the Company) or (ii) has any material liability for the Taxes of any Person (other than Parent or its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Law), (B) as a transferee or successor, (C) by contract contract, or indemnity or (D) otherwise. The Company is not a party to any tax sharing Tax sharing, allocation or similar agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ 6.18.1. Except as set forth on Schedule 6.18.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquiror Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquiror Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquiror Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquiror Company that the such Acquiror Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquiror Company's property or any subsidiaryassets other than Permitted Liens; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquiror Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquiror Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The (a) Except as would not, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect, (x) the Company and each subsidiary has of its Subsidiaries have timely filed ------------ (taking into account any extension of time within which to file) all U.S. federal income Tax and other material Tax Returns which it is required to file under applicable laws; be filed by any of them, and all such Tax Returns are true complete and accurate and has been prepared in compliance with all applicable laws; material respects, (y) the Company has and each of its Subsidiaries have paid or cause to be paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to by any employeeof them, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes except with respect to the Company (including any provisions matters contested in good faith and for deferred income taxes) reflected which adequate reserves have been established on the books financial statements of the Company are adequate and its Subsidiaries in accordance with GAAP, and (z) all Taxes required to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received withheld by the Company or any subsidiary from of its Subsidiaries have been duly and timely withheld and such withheld Taxes have been either duly and timely paid to the proper Governmental Entity or properly set aside in accounts for such purposes. Except as set forth in Section 4.14 of the Company Disclosure Schedule, (i) the U.S. federal income Tax Returns of the Company and the U.S. consolidated federal income Tax Returns of EMS LP through the Tax year ending December 31, 2008 have been examined and closed (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired), (ii) all assessments for Taxes due with respect to completed and settled examinations or any foreignconcluded litigation have been fully paid, federal, state or local taxing authority. There (iii) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of U.S. federal income or other material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 matters of the Internal Revenue Code Company or any predecessor provision thereof of its Subsidiaries, (iv) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, (v) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign law; Law) occurring during the two-year period ending on the date hereof, and (vi) neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury regulations promulgated thereunder. Except as set forth in Section 4.14 of the Company Disclosure Schedule, since February 10, 2005 neither the Company nor any Subsidiary of the Company (A) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was EMS LP) or any combined or affiliated group or unitary group of taxpayers or (B) has not agreed to any liability for the Taxes of any Person (other than EMS LP or is required to make any adjustments pursuant to 481 of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (a) of the Internal Revenue Code or any similar provision of state, local local, foreign or foreign law by reason provincial law), under any other provision of Law imposing joint liability for Taxes or members of a change consolidated, affiliated, combined or unitary group, or under any tax sharing agreement, tax indemnity agreement, or any other similar agreement. Neither the Company nor any of its Subsidiaries has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local law), in accounting method initiated by either case that would be binding upon the Company or any of its subsidiaries or has any knowledge that Subsidiaries after the IRS has proposed any such adjustment or change in accounting method, or has any application pending Merger Closing Date. Except with any taxing authority requesting permission for any changes in accounting methods that relate respect to the business payment of consideration attributable to Stock Options or operations to Company Common Stock received as compensation for services, no withholding of Taxes is required in connection with the payment of the Companyconsideration paid for Common Stock to holders of Common Stock under this Agreement. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) None of the Internal Revenue Code during Company and the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company Subsidiaries has not made an election under 341(fsection 108(i) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Except as disclosed in Schedule E, GenSci and each subsidiary GenSci Subsidiary has duly filed ------------ on a timely basis all Tax Returns which it is required to file under applicable laws; be filed by it with the appropriate Governmental Entity (and all such Tax Returns are true complete and accurate correct and has have been prepared in compliance with all applicable laws; the Company laws and regulations), and has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are shown or required to be shown on a Tax ReturnReturn so filed), including all instalments on account of Taxes for the current year, which are due and payable on or before the date hereof; adequate provision has been made for all such amounts payable for the current period for which Tax Returns are not yet required to be filed; adequate provision has been made in the GenSci US Financial Statements for all such amounts accruing or otherwise expected or incurred to or by GenSci US Subsidiary for the period covered by the GenSci US Financial Statements; all such amounts accruing or otherwise expected or incurred (net of positive adjustments) and have withheld and paid over to or by GenSci US Subsidiary for the period to the appropriate taxing authorities all Taxes Effective Time (and not already reflected in the GenSci US Financial Statements) do not exceed $100,000 in the aggregate (and, in the case of payroll taxes incurred, up to $180,000, which it is required payroll taxes will be substantially remitted in the normal course of business to withhold from amounts paid or owing to any employeethe Effective Time); there are no agreements, stockholder, creditor waivers or other third parties; and since December 31, 1998, the charges, accruals and reserves arrangements providing for Taxes an extension of time with respect to the Company filing of any Tax Return by, or payment of any tax, governmental charge or deficiency by or against GenSci and each GenSci Subsidiary; to the best knowledge of GenSci there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against GenSci or any GenSci Subsidiary in respect of Taxes, or grounds for any material claim in respect thereof, or any matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of Arrangement will not, at any time before or after the Effective Time, result in GenSci US Subsidiary having a material liability or material contingent or future liability for any amount or to any Person (including other than an obligation to pay fair value to a Dissenting Shareholder as contemplated in this Agreement) including, without limitation, any provisions liability or contingent or future liability in respect of any Taxes (unless such liability or contingent or future liability would not exceed $100,000) or otherwise, provided, however, that GenSci US Subsidiary may have potential U.S. withholding liability on interest deemed paid on GenSci US Subsidiary Loans as a result of the transactions contemplated under this Agreement, and provided that GenSci US Subsidiary may recognize gain and incur Tax liability solely as a result of an election by IsoTis, pursuant to Section 338 of the Code (a “338 Election”) to treat the acquisition of the GenSci US Subsidiary Shares as an acquisition of assets for deferred United States federal income taxes) reflected tax purposes and provided, additionally, that GenSci US Subsidiary may recognize gain, and incur Tax liability, upon the purchase by IsoTis of any assets of GenSci US Subsidiary prior to or on the books of Effective Date. In addition, and without limiting the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes generality of this Section 4.14:§3.2(u),

Tax Matters. The Company and each subsidiary of its Affiliates has made and timely filed ------------ all United States federal income Tax Returns which it is and all foreign income Tax Returns and all other material Tax Returns required to file under be filed by it, and each such Tax Return has been prepared in material compliance with all applicable laws; Laws, and all such Tax Returns are true and accurate in all material respects. Except and has been prepared in compliance with all applicable laws; only to the extent that the Company or any of its Affiliates, as the case may be, has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported Taxes, the Company and each of its Affiliates has timely paid all Taxes shown or determined to be due on such Tax Returns, except those being contested in good faith, and owing by it the Company and each of its Affiliates has set aside on its books provision reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid Taxes of the Company or any subsidiary (whether or not such Taxes are required of its Affiliates in any material amount claimed to be shown on a Tax Return) due by the taxing authority of any jurisdiction, and, to the Knowledge of the Company, no basis for any such claim. The Company and have each of its Affiliates has withheld and paid over all Taxes to the appropriate taxing authorities all Taxes which it is Governmental Authority required to withhold from have been withheld and paid in connection with amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdictionPerson. There are is no foreignProceeding or Claim for refund now in progress, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted threatened against or with respect to the Company or any subsidiary; no information related of its Affiliates, in each case, regarding Taxes. Neither the Company nor any of its Affiliates has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax matters assessment or deficiency, in each case, that is still in effect, or has been requested by pending a request for any foreign, federal, state such extension or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or waiver. Neither the Company nor any of its Affiliates has entered into any “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(2). Neither the Company nor any of its Affiliates has liability for the Taxes of any person other review has been received by than the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company of its Affiliates under Treasury Regulations section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; ). Neither the Company nor any of its Affiliates is party to, bound by or has any obligation under any Tax allocation, Tax sharing, Tax indemnity or similar agreement, arrangement or understanding (other than any agreement, arrangement or understanding solely among the Company and (B) has not agreed its Affiliates). Neither the Company nor any of its Affiliates is currently subject to or is required to make any adjustments pursuant to 481 (a) a section 382 limitation, as defined in section 382 of the Internal Revenue Code Code, with respect to any of its Tax attributes. The representation made in the previous sentence will be true immediately after the end of the Closing Date. The aggregate amount of the net operating loss carryovers for United States federal income tax purposes of the Company and its Affiliates as of December 31, 2011 equals or any similar provision exceeds $88,830,601 and as of stateDecember 31, local or foreign law by reason of a change 2012, as currently estimated in accounting method initiated good faith by the Company (but subject to future adjustment), equals or any of its subsidiaries or has any knowledge that exceeds $86,051,682, and Schedule 5.13 attached hereto sets forth the IRS has proposed any dates on which such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations net operating loss carryforwards expire. The aggregate amount of the Company. The Company has not been a net capital loss carryovers for United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary federal income tax purposes of the Company under and its Affiliates as of December 31, 2011 equals or exceeds $41,251,297 and as of December 31, 2012, as currently estimated in good faith by the Company (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawbut subject to future adjustment), (B) as a transferee equals or successorexceeds $58,892,311, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of and Schedule 5.13 attached hereto sets forth the Internal Revenue Code. For purposes of this Section 4.14:dates on which such net capital loss carryforwards expire.

Tax Matters. The (a) Except as set forth on the Taxes Schedule: (a) the Company and each subsidiary has its Subsidiaries have duly and timely filed ------------ all income Tax Returns and all other material Tax Returns which it is are required to file under applicable laws; be filed by them, and all such Tax Returns are true correct and accurate and has been prepared complete in compliance with all applicable laws; the Company has paid material respects, (b) all material amounts of Taxes due and owing by it or any subsidiary the Company and its Subsidiaries have been fully and timely paid (whether or not reflected on any such Taxes are required to be shown on a Tax Return); (c) and have withheld and paid over to the appropriate taxing authorities all material amounts of Taxes which it is required the Company or any of its Subsidiaries are obligated to collect, deduct or withhold from amounts paid or owing to any employee, stockholdercreditor, creditor customer, shareholder or other third parties; third-party have been fully and since December 31timely collected, 1998deducted, the charges, accruals withheld and reserves for Taxes with respect paid to the Company appropriate Governmental Body; (including any provisions for deferred income taxesd) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No no claim has ever been made by a taxing an authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns Tax Returns that the Company or any subsidiary of its Subsidiaries is or may be subject to taxation by that jurisdiction. There ; (e) no deficiency or proposed adjustment which has not been paid or resolved for any material amount of Tax has been asserted or assessed (or threatened in writing) by any taxing authority of any Governmental Body against the Company; (f) neither the Company nor any of its Subsidiaries has consented to extend the time in which any Tax may be assessed or collected by any taxing authority of any Governmental Body or in which any Tax Return may be filed, which extension is still in effect; (g) there are no foreignongoing or, federalto the Sellers’ knowledge, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to threatened Tax audits by any taxing authority of any Governmental Body against the Company or any subsidiaryof its Subsidiaries; no information related (h) neither the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under any Tax matters allocation, sharing, indemnity or similar agreement or arrangement (other than customary indemnification provisions in any commercial agreement entered into in the ordinary course of business and not primarily concerning Taxes); (i) neither the Company nor any of its Subsidiaries has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating a member of an intent to open an audit or other review has been received by the Company affiliated group filing a consolidated federal income Tax Return or any subsidiary from affiliated, consolidated, combined, unitary or similar group under any foreignstate, federal, state local or local taxing authority. There are no material unresolved questions or claims concerning non-U.S. Law (other than a group the common parent of which was the Company's Tax liability. The Company ); (Aj) has not executed or entered into a closing agreement pursuant to 7121 neither the execution of this Agreement nor the consummation of the Internal Revenue transaction contemplated hereby, either alone or in conjunction with any other event, directly or indirectly has resulted or could result, separately or in the aggregate, in the payment of any amount or benefit that could constitute an “excess parachute payment” within the meaning of Code §280G (or any predecessor provision thereof or any similar corresponding provision of state, local or foreign lawincome Tax Law); (k) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, including as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law) executed on or prior to the Closing Date, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, or (vi) election under Code §108(i); (l) neither Demilec (USA), Inc. nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 (or so much of Code §356 as relates to Code §355) or Code §361; (m) neither Demilec (USA), Inc. nor any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2); (Bn) at all times since its formation, the Company has been properly characterized a “pass-through” entity for U.S. federal income Tax purposes, and Demilec (USA), Inc., Insulation Operations Holdings S.à x.x. and Demilec Inc. have been properly characterized as corporations for U.S. federal income Tax purposes; (o) the Shares are not “Taxable Canadian Property” within the meaning of the Tax Act; (p) neither the Company nor any of its Subsidiaries (i) has not agreed entered into a “closing agreement” or any similar agreement or arrangement with any taxing authority, (ii) is subject to or is required to make any adjustments pursuant to 481 (a) private letter ruling of the Internal Revenue Code Service or comparable ruling of any other Governmental Body, or (iii) has granted to any Person any power of attorney that is currently in force with respect to any Tax matter; (q) neither the Company nor any of its Subsidiaries has any Liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign law non-U.S. Law), or as a transferee or successor, by reason of a change in accounting method initiated by contract or otherwise; (r) neither the Company or nor any of its subsidiaries Subsidiaries has, and has ever had, a branch, agency or permanent establishment in any country other than the country of its organization; (s) neither the Company nor any of its Subsidiaries is a “passive foreign investment company” within the meaning of Section 1297 of the Code; (t) Demilec Inc. has any knowledge that not, nor has ever been deemed to have for purposes of the IRS has proposed any such adjustment Tax Act, acquired or change in accounting methodhad the use of property for proceeds greater than the fair market value thereof from, or has disposed of property for proceeds less than the fair market value thereof to, or received or performed services or had the use of property for other than the fair market value from or to, or paid or received interest or any application pending other amount other than at a fair market value rate to or from, any Person with any taxing authority requesting permission for any changes in accounting methods that relate to whom it does not deal at arm’s length within the business or operations meaning of the Company. The Company Tax Act; (u) Demilec (USA), Inc. is not, and has not been at any time during the applicable period specified in Code §897(c)(1)(A)(ii), a United States real property holding corporation within the meaning of Code §897(c)(2), and (v) any reference to the Company or any of its Subsidiaries shall be deemed to include any Person that merged with or was liquidated or converted into the Company or such Subsidiary, as applicable. For all transactions between Demilec Inc. and any Person not resident in Canada for purposes of the Tax Act with whom Demilec Inc. was not dealing at arm’s length, for the purposes of the Tax Act, Demilec Inc. has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) Tax Act and there are no circumstances which exist and would result in, or which have existed and resulted in, any of section 78 or sections 80 to and including section 80.04 of the Internal Revenue Code. The Company has not made an election under 341(f) Tax Act applying to Demilec Inc. or any of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:its Subsidiaries.

Tax Matters. The Company and each subsidiary has filed ------------ 5.20.1. Except as set forth on Schedule 5.20.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has complete in all material respects; (b) all material Taxes of each Acquired Company required to have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquired Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company's property or any subsidiaryassets other than Permitted Liens; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The Company Park and each subsidiary has its Subsidiaries have timely filed ------------ all Tax Returns which it is required to file under applicable laws; be filed with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct and complete in all material respects. Park and its Subsidiaries have paid and discharged all Taxes due (whether reflected on such Tax Returns or otherwise), other than such Taxes that are true and accurate and adequately reserved as shown on the Park Financial Statements or have arisen in the ordinary course of business since June 30, 2006 or Taxes the nonpayment of which would not have a Material Adverse Effect on Park. Neither the IRS nor any other Governmental Authority, domestic or foreign, has been prepared in compliance with all applicable laws; asserted, is now asserting or, to the Company has paid all Taxes due and owing by it knowledge of Park, is threatening to assert against Park or any subsidiary (whether of its Subsidiaries any material deficiency or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves claim for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofadditional Taxes. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state state, local or local tax foreign Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company Park or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; of its Subsidiaries and, except as disclosed aboveto the knowledge of Park, no written notice indicating an intent to open an such audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authorityproceeding is threatened. There are no material unresolved questions unexpired waivers by Park or claims concerning any of its Subsidiaries of any statute of limitations with respect to Taxes. No extension of time within which to file any Tax Return (for a period with respect to which the Company's Tax liabilitystatute of limitations has not expired) has been filed, or has been requested or granted. The Company (Aaccruals and reserves for Taxes reflected in the Park Financial Statements are adequate in all material respects for the periods covered. Park and its Subsidiaries have withheld or collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment all material Taxes required by Law to be withheld or collected. There are no Liens for Taxes upon the assets of Park or any of its Subsidiaries, other than Liens for current Taxes not yet due and payable. Neither Park nor any of its Subsidiaries has filed a consent under Section 341(f) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code concerning collapsible corporations. Neither Park nor any of its Subsidiaries has agreed to make, or is required to make, any predecessor provision thereof adjustment under Section 481(a) of the Code. Park has never been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than an affiliated group of which Park is or was the common parent corporation. Neither Park nor any of its Subsidiaries has any liability for the Taxes of any other Person (other than members of the Park affiliated group) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawLaw), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G As of the Internal Revenue date hereof, neither Park nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. For purposes of this Section 4.14:.