Common use of Tax Opinion Clause in Contracts

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (a) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties Buyer and Acquired Corporation shall have received the an opinion of Xxxxxx, Xxxxx Bxxxx & Xxxxxxx Bxxxxxx LLP, dated the Closing Date, substantially in form and substance reasonably satisfactory to Acquired Corporation and Buyer to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) 368 of the Code; ; (bii) no gain or loss will be recognized by Buyer or Acquired Corporation; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion shareholders of Acquired Fund Common Shares to Corporation who receive shares of Acquiring Fund Buyer’s Common Stock as part except to the extent of the Merger, except for (A) gain or loss that may be recognized on the transfer of any taxable “section 1256 contractsboot” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Codereceived by such persons from Buyer, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant except to the Merger regardless extent of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of any dividends received from Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately Corporation prior to the consummation of Effective Date; (iv) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Buyer’s Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax sum of the basis of the shares of Acquired Fund Common Shares owned Corporation common stock exchanged in the Merger and the amount of gain, if any, which was recognized by the exchanging Acquired Corporation shareholder, including any portion treated as a dividend, less the value of taxable boot, if any, received by such stockholder immediately prior to shareholder in the Merger; ; (gv) the holding period for Acquiring Fund of the Buyer’s Common Stock will include the holding period of the shares of Acquired Corporation common stock exchanged therefor if such shares of Acquired Corporation common stock were capital assets in the hands of the exchanging Acquired Corporation shareholder; and (vi) cash received by each holder an Acquired Corporation shareholder in lieu of Acquired Fund a fractional share interest of Buyer’s Common Shares in the Merger Stock will be determined by including treated as having been received as a distribution in full payment in exchange for the period for fractional share interest of Buyer’s Common Stock which he or she held Acquired Fund Common Shares converted pursuant would otherwise be entitled to the Merger, provided that such shares of Acquired Fund Common Stock were held receive and will qualify as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities Corporation Stock was a capital asset in his or her hands as of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Date); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties shall have received the PFSL agrees to use its reasonable efforts to obtain a written opinion of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, Xxxxx & Xxxxxxx LLPP.C., addressed to the Warrantors and reasonably satisfactory to IBKC’s counsel, dated the Closing Datedate of the Closing, subject to customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC and the Acquired Fund PFSL will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code;, (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock PFSL as part a result of the Merger, (iii) a stockholder of PFSL who receives IBKC Common Stock in exchange for all of such stockholder’s shares of PFSL Common Stock generally will recognize gain, except for (A) gain or loss that may be recognized on but not loss, to the transfer of “section 1256 contracts” as defined in Section 1256(b) extent of the Codelesser of: (1) the excess, if any, of (Ba) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) sum of the Code, and aggregate fair market value of the IBKC Common Stock received (C) including any other gain or loss that may be required fractional share of IBKC Common Stock deemed to be recognized upon received and exchanged for cash) and the transfer amount of an asset cash received (including any cash received in lieu of the Acquired Fund pursuant to the Merger regardless a fractional share of whether such transfer would otherwise be a non-recognition transaction under the Code; IBKC Common Stock) over (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (eb) the stockholder’s aggregate tax basis in the hands shares of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund PFSL Common Stock exchanged in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by ; and (2) the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger;cash received, (fiv) immediately after the Merger, the aggregate tax basis of the Acquiring Fund IBKC Common Stock received by each holder a stockholder of Acquired Fund PFSL who exchanges all of such stockholder’s PFSL Common Shares Stock in the Merger will be equal to the such stockholder’s aggregate tax basis in the shares of PFSL Common Stock being exchanged, reduced by any amount allocable to a fractioned share interest of IBKC Common Stock for which cash is received and by the Acquired Fund Common Shares owned amount of any cash consideration received, and increased by the amount of taxable gain, if any recognized by such stockholder immediately prior to in the Merger;, and (gv) the holding period for Acquiring Fund of the shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for during which he or she held Acquired Fund the shares of PFSL Common Shares converted pursuant to the MergerStock surrendered in exchange therefore were held, provided that such shares of Acquired Fund PFSL Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Date.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: : (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; ; (bii) except for consequences regularly attributable to a termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the Merger, except for Stock; (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (ciii) no gain or loss will be recognized by the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the Merger; Stock; (div) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares Stock into shares of Acquiring Fund Common Stock, except to the extent such holders are paid cash in lieu of fractional shares of Acquiring Fund Common Stock as part in the Merger; (v) the tax basis of the Merger; (e) the aggregate tax basis Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; ; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares Stock in the Merger (including that of fractional share interests purchased by the Acquiring Fund) will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder immediately prior to the Merger; ; (gvii) the a stockholder's holding period for Acquiring Fund Common Stock received (including that of fractional share interests purchased by each holder of Acquired Fund Common Shares in the Merger Acquiring Fund) will be determined by including the period for which he or she held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; assets; (hviii) the Acquiring Fund’s 's holding period with respect to the Acquired Fund’s 's assets transferred pursuant to the Merger will include the period for which such assets were held by the Acquired Fund; and (ix) the payment of cash to the holders of Acquired Fund Common Stock in lieu of fractional shares of Acquiring Fund Common Stock will be treated as though such fractional shares were distributed as part of the MergerMerger and then redeemed by the Acquiring Fund, other than assets with respect to which the result that the holder of Acquired Fund Common Stock will generally have a capital gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities extent the cash distribution differs from such stockholder's basis allocable to the fractional shares of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Common Stock (assuming such Acquired Fund Common Stock was held as a capital asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Bockius Xxxxxxxx LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (a) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock or the conversion of Acquired Fund VMTP Shares to Acquiring Fund VMTP Shares as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock or the conversion of Acquired Fund VMTP Shares to Acquiring Fund VMTP Shares as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, or by the holders of Acquired Fund VMTP Shares upon the conversion of their Acquired Fund VMTP Shares to Acquiring Fund VMTP Shares as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger and the aggregate tax basis of the Acquiring Fund VMTP Shares received by each holder of Acquired Fund VMTP Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund VMTP Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares and Acquiring Fund VMTP Shares received by each holder of Acquired Fund VMTP Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares or Acquired Fund VMTP Shares, respectively, converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock or Acquired Fund VMTP Shares, as applicable,were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties Parent shall have received the an opinion of XxxxxxXxxxxxxx Xxxxxxxxx Professional Corporation, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to the Parent, dated the Closing Effective Date, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will shall constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund will Company, the Merger Subsidiary and the Parent shall each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will shall be recognized by the Acquired Fund in Parent, the Merger Subsidiary or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock Company as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) no gain or loss will shall be recognized by the holders stockholders of the Acquired Fund Common Shares upon the conversion of Company who exchange their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part solely for shares of Parent Common Stock pursuant to the Merger, except to the extent of cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger will (including any fractional share of Parent Common Stock deemed to have been received) shall be the same as the aggregate tax basis of such assets shares of Company Common Stock surrendered in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Mergerexchange therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund of the shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted Stock pursuant to the Merger, provided that Merger shall include the holder's holding period for such shares of Acquired Fund Company Common Stock surrendered in exchange therefor, provided such shares of Company Common Stock were held as capital assets by the holder at the time Effective Time; and (vi) the receipt of cash in lieu of a fractional share of Parent Common Stock by a stockholder of the Merger; (h) Company will be treated as if the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred fractional share were distributed as part of the Mergerexchange and then redeemed by the Parent, other than assets with respect to which gain or loss is required to and the cash payment will be recognized, will include treated as having been received as a distribution in full payment in exchange for the Acquired Fund’s holding period for assets (except where investment activities fractional shares redeemed and taxed as provided in Section 302(a) of the Acquiring Fund have the effect Code. In rendering such opinion, Xxxxxxxx Ingersoll Professional Corporation may rely as to matters of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned fact upon the receipt by Xxxxxxrepresentations contained herein and may require and rely upon representations from the Parent, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund Company and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties On the basis of facts, representations and assumptions that shall be consistent with the state of facts existing at the Closing Date, the Buyer and the Company shall have received the an opinion of XxxxxxSmith, Xxxxx Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxx LLPXxxxxxxx, L.L.P. or another reputable tax advisor reasonably acceptable in form and substance to each of them dated as of the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: : (ai) the Merger as provided Merger, when consummated in this Agreement accordance with the terms hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b368(a) of the Code; , (bii) no gain or loss will be recognized by the Acquired Fund in Buyer or the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part Company by reason of the Merger, except for (Aiii) gain the exchange or loss that may be recognized on the transfer cancellation of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund Company Shares in the Merger or upon will not give rise to recognition of gain for federal income tax purposes to the conversion shareholders of Acquired Fund Common the Company to the extent such shareholders receive Buyer's Stock in exchange for their Company Shares to shares , (iv) shareholders of Acquiring Fund Common Stock as part the Company who have a loss on their Company Shares will not recognize any loss by reason of the Merger; , (dv) no gain or loss will be recognized by the holders basis of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares Buyer's Stock to shares of Acquiring Fund Common Stock as part be received by a shareholder of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Company will be the same as the aggregate tax basis of such assets in the hands stock of the Acquired Fund immediately prior to the consummation of Company surrendered in connection with the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; and (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gvi) the holding period for Acquiring Fund Common of the shares of the Buyer's Stock to be received by each holder a shareholder of Acquired Fund Common Shares in the Merger Company will be determined by including include the period for during which he or she the shareholder held Acquired Fund Common the Company Shares converted pursuant to surrendered in connection with the Merger, provided that such shares of Acquired Fund Common Stock were the Company Shares surrendered in connection with the Merger are held as a capital assets asset at the time Effective Time of such Merger. Each of the Merger; (h) Buyer and the Acquiring Fund’s holding period with respect Company shall provide a letter to the Acquired Fund’s assets transferred tax advisor setting forth such facts, assumptions and representations as part of may be reasonably requested by the Merger, other than assets with respect to tax advisor and on which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund tax advisor may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxXxxxxx Xxxxxx White & XxXxxxxxx, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will shall constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund will Company, the Merger Subsidiary and the Parent shall each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will shall be recognized by the Acquired Fund in Parent, the Merger Subsidiary or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock Company as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) no gain or loss will shall be recognized by the holders stockholders of the Acquired Fund Common Shares upon the conversion of Company who exchange their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part solely for shares of Parent Common Stock pursuant to the Merger, except to the extent of cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger will (including any fractional share of Parent Common Stock deemed to have been received) shall be the same as the aggregate tax basis of such assets shares of Company Common Stock surrendered in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Mergerexchange therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted Stock pursuant to the Merger, provided that Merger shall include the holder's holding period for such shares of Acquired Fund Company Common Stock surrendered in exchange therefor, provided such shares of Company Common Stock were held as capital assets by the holder at the time Effective Time; and (vi) the receipt of cash in lieu of a fractional share of Parent Common Stock by a stockholder of the Merger; (h) Company will be treated as if the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred fractional share were distributed as part of the Mergerexchange and then redeemed by the Parent, other than assets with respect to which gain or loss is required to and the cash payment will be recognized, will include treated as having been received as a distribution in full payment in exchange for the Acquired Fund’s holding period for assets (except where investment activities fractional shares redeemed and taxed as provided in Section 302(a) of the Acquiring Fund have the effect Code. In rendering such opinion, Xxxxxx Xxxxxx White & XxXxxxxxx may rely as to matters of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned fact upon the receipt by Xxxxxxrepresentations contained herein and may require and rely upon representations from the Parent, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund Company and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties Each of Fulton and Premier shall have received the an opinion of XxxxxxXxxxxx'x counsel, Barley, Snyder, Xxxxx & Xxxxxxx LLPXxxxx, dated the Closing DateLLC, substantially reasonably acceptable to Fulton and Premier, addressed to Fulton and Premier, with respect to federal tax laws or regulations, to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code and that the Acquiring Fund Fulton and the Acquired Fund Premier will each be a “"party to a reorganization” " within the meaning of Section 368(b368(b)(1) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger Fulton or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Premier by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (diii) no gain or loss will be recognized by the holders The bases of the Acquired Fund Common Shares upon the conversion assets of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis Premier in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Fulton will be the same as the aggregate tax basis bases of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder Premier immediately prior to the Merger; (giv) the The holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares the assets of Premier in the Merger hands of Fulton will be determined by including include the period for during which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock assets were held as capital assets at the time of by Premier prior to the Merger; (hv) A holder of Premier Common Stock who receives shares of Xxxxxx Common Stock in exchange for his Premier Common Stock pursuant to the Acquiring Fund’s holding period reorganization (except with respect to the Acquired Fund’s assets transferred cash received in lieu of fractional shares of Xxxxxx Common Stock deemed issued as part of the Merger, other than assets with respect to which described below) will not recognize any gain or loss is required upon the exchange. (vi) A holder of Premier Common Stock who receives cash in lieu of a fractional share of Xxxxxx Common Stock will be treated as if he received a fractional share of Xxxxxx Common Stock pursuant to the reorganization which Fulton then redeemed for cash. The holder of Premier Common Stock will recognize capital gain or loss on the constructive redemption of the fractional share in an amount equal to the difference between the cash received and the adjusted basis of the fractional share. (vii) The tax basis of the Xxxxxx Common Stock to be recognized, received by the shareholders of Premier pursuant to the terms of this Agreement will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have Premier Common Stock surrendered in exchange therefor, provided that such Premier Common Stock is held as a capital interest at the effect of reducing or eliminating the -45- Effective Time. (viii) The holding period with respect to an asset); and (i) the taxable year of the Acquired Fund shares of Xxxxxx Common Stock to be received by the shareholders of Premier will not end include the period during which they held the shares of Premier Common Stock surrendered, provided the shares of Premier Common Stock are held as a result capital asset on the date of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4exchange.

Tax Opinion. The parties Mercantile shall have received the an opinion of XxxxxxWachtell, Lipton, Xxxxx & Xxxxxxx LLPXxxx, or other counsel reasonably acceptable to Mercantile, in form and substance reasonably satisfactory to Mercantile, dated the Closing DateEffective Time, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, that for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” "reorganiza- tion" within the meaning of Section 368(a)(1368(a) of the Code Internal Revenue Code, and that the Acquiring Fund Bancshares, Merger Sub and the Acquired Fund Mercantile will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (bii) no gain or loss will be recognized by Banc- shares or Merger Sub as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Bancshares upon the conversion of their Acquired Fund Bancshares Common Shares Stock into Mercantile Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Acquiring Fund Mercantile Common Stock as part of the MergerStock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Mercantile Common Stock received in exchange for shares of Bancshares Common Stock pursuant to the Acquiring Fund in the Merger (including a fractional share of Mercantile Common Stock for which cash is paid) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerBanc- shares Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Mercantile Common Stock received by each holder issued in exchange for shares of Acquired Fund Banc- shares Common Shares in Stock pursuant to the Merger will be determined by including in- clude the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Bancshares Common Stock, provided such shares of Bancshares Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) a stockholder of Bancshares who receives cash in lieu of a fractional share of Mercantile Com- mon Stock will recognize gain or loss equal to the taxable year difference, if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of the Acquired Fund will not end cash received. In rendering such opinion, such counsel may rely as a result to matters of the Merger. The delivery of such opinion is conditioned fact upon the receipt by Xxxxxxrepresentations contained herein and shall receive, Xxxxx & Bockius LLP of and may rely on, customary representations it shall request of the Acquiring Fund from Mer- cantile, Bancshares, and the Acquired Fund. Notwithstanding anything herein others, including representations to the contrary, neither effect of those contained in the Acquiring Fund nor the Acquired Fund may waive the condition Tax Certificates set forth in this paragraph 5.4.Exhibits D and E.

Tax Opinion. The parties HUBCO and LFB shall each have received an opinion, dated as of the opinion Effective Time, of Pitney, Xxxxxx, Xxxxx Xxxx & Xxxxxxx LLPXxxxx, reasonably satisfactory in form and substance to LFB and its counsel and to HUBCO, based upon representation letters reasonably required by such counsel, dated on or about the Closing Datedate of such opinion, substantially and such other facts and representations as such counsel may reasonably deem relevant, to the effect that, based upon certain facts, assumptions and certain representations made by : (i) the Acquired Fund, the Acquiring Fund and their respective authorized officers, Merger will be treated for U.S. federal income tax purposes: purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (aii) no gain or loss shall be recognized upon the Merger exchange of LFB Common Stock solely for Hubco Common Stock; (iii) in the case of LFB shareholders who receive cash in whole or in part in exchange for their LFB Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) in the case of LFB shareholders who recognize gain on the exchange of their LFB Common Stock and in whose hands such stock was a capital asset on the date of the exchange, such gain shall be treated as provided capital gain (long-term or short-term, depending on the shareholders' respective holding periods for their LFB Common Stock), except in this Agreement will constitute the case of any such shareholder as to which the exchange has the effect of a “reorganization” dividend within the meaning of Section 368(a)(1356(a)(2) of the Code and that by reason of the Acquiring Fund and applicability of the Acquired Fund will each be a “party to a reorganization” within the meaning stock attribution rules of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) 318 of the Code, it being understood that the applicability of such attribution rules to any particular shareholder shall depend on such shareholder's particular factual circumstances; (Bv) gain that may be recognized the basis of any Hubco Common Stock received in exchange for LFB Common Stock shall equal the basis of the recipient's LFB Common Stock surrendered on the transfer exchange, reduced by the amount of stock in a “passive foreign investment company” as defined in Section 1297(a) of cash received, if any, on the Codeexchange, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of the gain or decreased by the amount of lossrecognized, if any, recognized by on the Acquired Fund in the Merger; exchange (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; whether characterized as dividend or capital gain income); and (gvi) the holding period for Acquiring Fund any Hubco Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period exchange for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund LFB Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities during which the LFB Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4exchange.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxSommer & Barnard, Xxxxx & Xxxxxxx LLPPC xx xxxm axx xxxxtance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part stockholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a stockholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end recognize gain or loss equal to the difference, if any, between such stockholder's basis in the fractional share (as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund described in clause (iv) above) and the Acquired Fundamount of cash received. Notwithstanding anything herein to In rendering such opinion, Sommer & Barnard, PC xxx xxceixx xxx rely upon representations from Parent, the contraryCompany, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4and others.

Tax Opinion. The parties Balanced Shares shall have received the opinion of XxxxxxSxxxxx & Kxxxxx, Xxxxx & Xxxxxxx LLPcounsel to Income Builder, dated as of the Closing DateClosing, substantially addressed to and in form and substance satisfactory to Balanced Shares, as to certain of the federal income tax consequences of the Reorganization under the Code to Balanced Shares, Income Builder and the shareholders of Income Builder. For purposes of rendering the opinion, Sxxxxx & Kxxxxx may rely exclusively and without independent verification as to factual matters upon the statements made in this Agreement and the Registration Statement, and upon such other written representations as to matters of fact as an executive officer of each of Income Builder and Balanced Shares will have verified as of the Closing. The opinion of Sxxxxx & Kxxxxx will be to the effect that, based upon certain facts, on the facts and assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officersstated therein, for U.S. federal income tax purposes: : (ai) the Merger as provided in this Agreement Reorganization will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1section 368(a) of the Code and that the Acquiring Fund Income Builder and the Acquired Fund Balanced Shares will each be "a “party to a reorganization” " within the meaning of Section section 368(b) of the Code; ; (bii) no neither Income Builder nor Balanced Shares recognize any gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset all the assets of Income Builder to Balanced Shares in exchange for Balanced Shares shares and the assumption by Balanced Shares of the Acquired Fund liabilities of Income Builder pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger this Agreement or upon the conversion distribution of Acquired Fund Common Balanced Shares shares to shares shareholders of Acquiring Fund Common Stock as part Income Builder in exchange for their respective Income Builder shares; (iii) the holding period and tax basis of the Merger; (d) no gain or loss will be recognized assets of Income Builder acquired by the holders of the Acquired Fund Common Balanced Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate holding period and tax basis of that Income Builder had in such assets in the hands of the Acquired Fund immediately prior to the consummation Reorganization; and (iv) Balanced Shares will succeed to the capital loss carryovers of the Merger, increased by the amount of gain or decreased by the amount of lossIncome Builder, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis pursuant to section 381 of the Acquiring Fund Common Stock received Code, but the use by each holder Balanced Shares of Acquired Fund Common Shares in the Merger will any such capital loss carryovers may be equal subject to the aggregate tax basis limitation under section 383 of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Code.

Tax Opinion. The parties PEOPLES shall have received the an opinion of XxxxxxXxxxxxxx Xxxxxxxx, Xxxxx & Xxxxxxx LLPPC, dated the Closing Effective Date, substantially to the effect that, based upon certain on the basis of facts, representations and assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes:set forth in such opinion, (ai) the The Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund CNN and the Acquired Fund PEOPLES will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part PEOPLES shareholders by reason of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (ciii) Except for cash received in lieu of fractional shares and cash received by Shareholders who exercise their dissenter's rights, no gain or loss will be recognized reorganized by the Acquiring Fund in the Merger or Shareholders of PEOPLES who receive solely CNN Stock upon the conversion exchange of Acquired Fund Common Shares to their shares of Acquiring Fund Common PEOPLES Stock as part for shares of the MergerCNN Stock; (div) no gain or loss will The tax basis of the CNN Stock to be recognized received by the holders PEOPLES shareholders will be, in each instance, the same as the basis of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common PEOPLES Stock as part of the Mergersurrendered in exchange thereof; (ev) The holding period of the aggregate CNN Stock received by a PEOPLES shareholder receiving CNN Stock will include the period during which the PEOPLES Stock surrendered in exchange therefor was held; (vi) Cash received by a PEOPLES shareholder in lieu of a fractional share interest of CNN Stock or upon exercise of dissenter's rights will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of CNN Stock, or the tax basis in the hands shares surrendered, as the case may be, which they would otherwise be entitled to receive and will qualify as capital gain or loss if their PEOPLES Stock was held by them as a capital asset; and (vii) Subject to any limitations imposed under Sections 381 and 382 of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same Code and certain U.S. Treasury regulations promulgated under Code Section 1502, where applicable, CNN, as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant survivor to the Merger, provided that such shares will carry-over and take into account all accounting items and tax attributes of Acquired Fund Common Stock were held as capital assets at the time PEOPLES, including but not limited to earning and profits, methods of the Merger; (h) the Acquiring Fund’s accounting, and tax basis and holding period with respect to the Acquired Fund’s assets transferred as part periods of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4PEOPLES.

Tax Opinion. The parties Parent and Company shall each have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLPan opinion, dated as of the Closing DateEffective Time, substantially of Lxxxxxxxxx Xxxxxxx PC, reasonably satisfactory in form and substance to Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts and representations as such counsel may reasonably deem relevant, to the effect that, based upon certain facts, assumptions and certain representations made by : (i) the Acquired Fund, the Acquiring Fund and their respective authorized officers, Merger will be treated for U.S. federal income tax purposes: purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (aii) no gain or loss shall be recognized upon the Merger exchange of Company Common Stock solely for Parent Common Stock; (iii) in the case of Company shareholders who receive cash in whole or in part in exchange for their Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) in the case of Company shareholders who recognize gain on the exchange of their Company Common Stock and in whose hands such stock was a capital asset on the date of the exchange, such gain shall be treated as provided capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in this Agreement will constitute the case of any such shareholder as to which the exchange has the effect of a “reorganization” dividend within the meaning of Section 368(a)(1356(a)(2) of the Code and that by reason of the Acquiring Fund and applicability of the Acquired Fund will each be a “party to a reorganization” within the meaning stock attribution rules of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) 318 of the Code, it being understood that the applicability of such attribution rules to any particular shareholder shall depend on such shareholder’s particular factual circumstances; (Bv) gain that may be recognized the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the transfer exchange, reduced by the amount of stock in a “passive foreign investment company” as defined in Section 1297(a) of cash received, if any, on the Codeexchange, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of the gain or decreased by the amount of lossrecognized, if any, recognized by on the Acquired Fund in the Merger; exchange (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; whether characterized as dividend or capital gain income); and (gvi) the holding period for Acquiring Fund any Parent Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period exchange for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the Acquiring Fund have exchange. In connection therewith, each of Parent and the effect Company shall deliver to Lxxxxxxxxx Xxxxxxx PC representation letters, in each case in form and substance reasonably satisfactory to Lxxxxxxxxx Xxxxxxx PC. Neither Parent nor the Company shall, or shall cause any of reducing or eliminating their respective Subsidiaries to, take any action inconsistent with the holding period with respect to an asset); and (i) the taxable year treatment of the Acquired Fund will not end Merger as a result “reorganization” under Section 368(a) of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Code.

Tax Opinion. The parties Parent shall have received the an opinion of XxxxxxSidley & ----------- Austin, Xxxxx & Xxxxxxx LLPcounsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part shareholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part solely into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including a fractional share of Parent Common Stock for which cash is paid) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock exchanged therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder solely in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the shareholder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the shareholder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a shareholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end as a result of recognize gain or loss equal to the Merger. The delivery of difference, if any, between such opinion is conditioned upon shareholder's basis in the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund fractional share (determined under clause (iv) above) and the Acquired Fundamount of cash received. Notwithstanding anything herein In rendering such opinion, Sidley & Austin may receive and rely upon representations from Parent, the Company, and others, including representations from Parent substantially similar to the contraryrepresentations in the Parent Tax Certificate attached to the Parent Letter, neither representations from the Acquiring Fund nor Company substantially similar to the Acquired Fund may waive representations in the condition set forth Company Tax Certificate attached to the Company Letter, and representations from the shareholder who is entering into the Shareholder Agreement substantially similar to the representations in this paragraph 5.4the Shareholder Tax Certificate attached to the Shareholder Agreement.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) except for consequences regularly attributable to a termination of the Acquired Fund"s taxable year, no gain or loss will be recognized to the Acquired Fund as a result of the Merger or upon the conversion of shares of Acquired Fund Common Stock to shares of Acquiring Fund Common Stock or the conversion of shares of Acquired Fund Preferred Stock into the right to receive the Preferred Merger Consideration; (iii) no gain or loss will be recognized by to the Acquired Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares Stock to shares of Acquiring Fund Common Stock as part or the conversion of the Merger, except for (A) gain or loss that may be recognized on the transfer shares of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to Preferred Stock into the Preferred Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeConsideration; (civ) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares Stock to shares of Acquiring Fund Common Stock, except to the extent such holders are paid cash in lieu of fractional shares of Acquiring Fund Common Stock as part of in the Merger; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares Stock in the Merger (including that of fractional share interests purchased by the Acquiring Fund) will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder immediately prior to the Merger; (gvii) the a stockholder"s holding period for Acquiring Fund Common Stock received (including that of fractional share interests purchased by each holder of Acquired Fund Common Shares in the Merger Acquiring Fund) will be determined by including the period for which he or she held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Mergerassets; (hviii) the Acquiring Fund’s Fund"s holding period with respect to the Acquired Fund’s Fund"s assets transferred will include the period for which such assets were held by the Acquired Fund; and (ix) the payment of cash to the holders of Acquired Fund Common Stock in lieu of fractional shares of Acquiring Fund Common Stock will be treated as though such fractional shares were distributed as part of the Merger, other than assets Merger and then redeemed by the Acquiring Fund with respect to which the result that the holder of Acquired Fund Common Stock will generally have a capital gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities extent the cash distribution differs from such stockholder"s basis allocable to the fractional shares of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the MergerCommon Stock. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Bockius Xxxxxxxx LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Trust, on behalf of the Acquiring Fund Fund, and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeShares; (ciii) no gain or loss will be recognized by the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the MergerShares; (div) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the MergerShares; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock Shares received by each holder of Acquired Fund Common Shares Stock in the Merger will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder shareholder immediately prior to the Merger; (gvii) the a shareholder’s holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she such shareholder held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held by such shareholder as capital assets at the time of the Merger;assets; and (hviii) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of pursuant to the Merger, other than assets with respect to which gain or loss is required to be recognized, Merger will include the period for which such assets were held by the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Bockius Xxxxxxxx LLP of representations it shall request of the Trust, on behalf of the Acquiring Fund Fund, and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Trust, on behalf of the Acquiring Fund Fund, nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties shall have received the COFI agrees to obtain a written opinion of XxxxxxSilver, Xxxxx Freexxxx & Xxxxxxx LLPXaff, dated L.L.P., addressed to COFI and Havexxxxxx, xxted the Closing Date, subject to the representations and assumptions referred to therein, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Company Merger as provided in this Agreement will constitute a “reorganization” tax-free reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund COFI, Merger Sub and the Acquired Fund will Havexxxxxx xxxl each be a “party to a reorganization” within the meaning of Section 368(b; (ii) of the Code; (b) that no gain or loss will would be recognized by any stockholder of Havexxxxxx xxxn the Acquired Fund exchange of Havexxxxxx Xxxmon Stock solely for COFI Common Stock in the Merger or upon Company Merger, and that the conversion basis of Acquired Fund Common Shares to shares of Acquiring Fund the COFI Common Stock as part received by each stockholder of the Merger, except Havexxxxxx xxx exchanges Havexxxxxx Xxxmon Stock solely for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund COFI Common Stock in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Company Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Havexxxxxx Xxxmon Stock surrendered and exchanged therefor (subject to any adjustments required as the result of receipt of cash in lieu of a fractional share of COFI Common Stock); (iii) the holding period of the COFI Common Stock received by each holder a stockholder of Acquired Fund Common Shares in Havexxxxxx xx the Company Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) include the holding period for Acquiring Fund Common of the Havexxxxxx Xxxmon Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergersurrendered and exchanged therefor, provided that such shares of Acquired Fund Common Havexxxxxx Xxxmon Stock were held as a capital assets asset by such stockholder at the time Effective Time; and (iv) that cash received by a Havexxxxxx xxxckholder in lieu of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred a fractional share interest of COFI Common Stock as part of the Merger, other than assets with respect Company Merger will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of COFI Common Stock which such stockholder would otherwise be entitled to which receive and will qualify as a capital gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities of Havexxxxxx Xxxmon Stock was a capital asset in such stockholder's hands at the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Time); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties Company shall have received the an opinion of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part stockholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including a fractional share of Parent Common Stock for which cash is paid) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a stockholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end recognize gain or loss equal to the difference, if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In rendering such opinion, Xxxxxx & Whitney LLP may rely as a result to matters of the Merger. The delivery of such opinion is conditioned fact upon the receipt by Xxxxxxrepresentations contained herein and may receive and rely upon representations from Parent, Xxxxx & Bockius LLP of the Company, and others, including representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein from Parent substantially similar to the contrary, neither representations in the Acquiring Fund nor Parent Tax Certificate attached to the Acquired Fund may waive Parent Letter and representations from the condition set forth Company substantially similar to the representations in this paragraph 5.4the Company Tax Certificate attached to the Company Letter.

Tax Opinion. The parties Bancshares shall have received the an opinion of XxxxxxSidley & Austin or other counsel reason- ably acceptable to Bancshares, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to Bancshares, dated the Closing DateEffec- tive Time, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, that for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” "reorganiza- tion" within the meaning of Section 368(a)(1368(a) of the Code Internal Revenue Code, and that the Acquiring Fund Bancshares, Merger Sub and the Acquired Fund Mercantile will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (bii) no gain or loss will be recognized by Banc- shares or Merger Sub as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Bancshares upon the conversion of their Acquired Fund Bancshares Common Shares Stock into Mercantile Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Acquiring Fund Mercantile Common Stock as part of the MergerStock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Mercantile Common Stock received in exchange for shares of Bancshares Common Stock pursuant to the Acquiring Fund in the Merger (including a fractional share of Mercantile Common Stock for which cash is paid) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerBanc- shares Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Mercantile Common Stock received by each holder issued in exchange for shares of Acquired Fund Banc- shares Common Shares in Stock pursuant to the Merger will be determined by including in- clude the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Bancshares Common Stock, provided such shares of Bancshares Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) a stockholder of Bancshares who receives cash in lieu of a fractional share of Mercantile Com- mon Stock will recognize gain or loss equal to the taxable year difference, if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of the Acquired Fund will not end cash received. In rendering such opinion, such counsel may rely as a result to matters of the Merger. The delivery of such opinion is conditioned fact upon the receipt by Xxxxxxrepresentations contained herein and shall receive, Xxxxx & Bockius LLP of and may rely on, customary representations it shall request of the Acquiring Fund from Mer- cantile, Bancshares, and the Acquired Fund. Notwithstanding anything herein others, including representations to the contrary, neither effect of those contained in the Acquiring Fund nor the Acquired Fund may waive the condition Tax Certificates set forth in this paragraph 5.4.Exhibits D and E.

Tax Opinion. The parties WM II on bexxxx of the Acquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated Dykema Gossxxx XXLX xxxxx on the Closing Date, Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM II and PXX xxd will also be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties Acquiror and Target shall have received the opinion opinions of Xxxxxx, Xxxxx ----------- Mxxxxxx Xxxxxx & Xxxxxxx Fxxxxxxx LLP and Gxxxxxx Procter LLP, respectively, dated as of the Closing Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Target and Acquiror, as the case may be, substantially to the effect that, based upon certain that on the basis of the facts, representations and assumptions and certain representations made by set forth in such opinions which are consistent with the Acquired Fundstate of facts existing at the Effective Time, the Acquiring Fund and their respective authorized officers, Merger will be treated for U.S. federal income tax purposes: (a) the Merger purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code IRC and that the Acquiring Fund and the Acquired Fund accordingly: (i) No gain or loss will each be recognized by Acquiror or Target as a “party to a reorganization” within the meaning of Section 368(b) result of the CodeMerger; (bii) Except to the extent of any cash received as part of the Merger Consideration or in lieu of a fractional share interest in Acquiror Common Stock, no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to shares of Acquiring Fund Target who exchange their Target Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund Acquiror Common Stock pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (diii) no gain or loss will be recognized by the holders The tax basis of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Acquiror Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund received by stockholders who exchange their Target Common Stock for Acquiror Common Stock in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior Target Common Stock surrendered pursuant to the consummation of the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger;exchange; and (fiv) immediately after the Merger, the aggregate tax basis The holding period of the Acquiring Fund Acquiror Common Stock received by each holder of Acquired Fund Common Shares stockholder in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) include the holding period for Acquiring Fund of Target Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor, provided that such shares of Acquired Fund stockholder held such Target Common Stock were held as a capital assets at asset on the time of the Merger; (h) the Acquiring Fund’s holding period with respect Effective Date. Such opinions may be based on, in addition to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery review of such opinion is conditioned upon the receipt by Xxxxxxmatters of fact and law as counsel considers appropriate, Xxxxx & Bockius LLP representations contained in certificates of representations it shall request officers of the Acquiring Fund Acquiror, Target and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties FNB and Home Savings shall have received the an opinion of XxxxxxXxxxxx Xxxx Xxxxxx Xxxx & Xxxxxxxxxx P.L.L.C., Xxxxx & Xxxxxxx LLP, dated the Closing Datein form and substance satisfactory to them, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, : (i) for U.S. federal income tax purposes: (a) , consummation of the Merger as provided in this Agreement will constitute a “"reorganization” within the meaning of " as defined in Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b368(a) of the Code; ; (bii) no taxable gain or loss will be recognized by the Acquired Fund a shareholder of Home Savings upon such shareholder's receipt solely of FNB Stock in the Merger exchange for his or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for her Home Savings Stock; (Aiii) dividend income or capital gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by a shareholder of Home Savings who receives FNB Stock and cash in exchange for his or her Home Savings Stock pursuant to Section 1.5 above, limited to an amount not to exceed the Acquiring Fund amount of cash received; (iv) the basis of the FNB Stock received by the shareholder in the Merger will have the same basis as his or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common her Home Savings Stock as part of the Merger; (d) no gain or loss will be recognized surrendered in exchange therefor decreased by the holders amount of cash received, if any, and increased by any gain recognized on the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common exchange; (v) if Home Savings Stock as part of the Merger; (e) the aggregate tax basis is a capital asset in the hands of the Acquiring Fund shareholder at the Effective Time, then the holding period of the Acquired Fund assets transferred to FNB Stock received by the Acquiring Fund shareholder in the Merger will include the holding period of Home Savings Stock surrendered in exchange therefor; (vi) cash received by a shareholder who receives solely cash pursuant to Section 1.5 above will generally be treated as a distribution in redemption of his or her Home Savings Stock subject to the same as the aggregate tax basis provisions of such assets in the hands Section 302 of the Acquired Fund immediately prior to Code and the consummation constructive ownership rules of Section 318 of the Merger, increased by Code; and (vii) a shareholder who receives cash in lieu of a fractional share of FNB Stock will recognize gain or loss equal to any difference between the amount of gain or decreased by cash received and the amount of loss, if any, recognized by the Acquired Fund shareholder's basis in the Merger; (f) immediately after the Mergerfractional share interest. In rendering its opinion, the aggregate tax basis Xxxxxx Xxxx Xxxxxx Xxxx & Xxxxxxxxxx P.L.L.C. will require and rely on representations by officers of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger FNB and Home Savings, and will be equal entitled to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4make reasonable assumptions.

Tax Opinion. The parties CBG and Commercial Bank shall have received the from Miller, Hamilton, Snidxx & Xdom, X.L.C., counsel to Acquiror, an opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, substantially in form and substance reasonably satisfactory to CBG and its counsel to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) 368 of the Code; , (bii) no gain or loss will be recognized by CBG or Commercial Bank in connection with the Merger, (iii) no gain or loss will be recognized by the Acquired Fund shareholders of CBG who receive shares of Acquiror Common Stock in the Merger or upon except to the conversion extent of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Codeany taxable "boot" received by such persons from Acquiror, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant except to the Merger regardless extent of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately any dividends received from CBG prior to the consummation of Effective Time, (iv) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Acquiror Common Stock received by each holder of Acquired Fund Common Shares such shareholders from Acquiror in connection with the Merger will be equal to the aggregate sum of the tax basis of their shares of CBG Common Stock exchanged in the Acquired Fund Common Shares owned Merger and the amount of gain, if any, which was recognized by the exchanging CBG shareholder, including any portion treated as a dividend, less the value of taxable boot, if any, received by such stockholder immediately prior to shareholder in the Merger; , (gv) the holding period for Acquiring Fund of the Acquiror Common Stock received by each holder will include the holding period of Acquired Fund the shares of CBG Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that Stock exchanged therefor if such shares of Acquired Fund CBG Common Stock were held capital assets in the hands of the exchanging CBG shareholder, and (vi) cash received by a CBG shareholder in lieu of a fractional share interest of Acquiror Common Stock will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of Acquiror Common Stock which he would otherwise be entitled to receive and will qualify as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities CBG Common Stock was a capital asset in his hands as of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Time); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties shall have received the OMNI agrees to use its good faith efforts to obtain a written opinion of XxxxxxXxxxx and Xxxxx LLP, Xxxxx & Xxxxxxx LLPaddressed to the Warrantors and reasonably satisfactory to IBKC’s counsel, dated the Closing Datedate of the Closing, subject to customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC and the Acquired Fund OMNI will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock OMNI as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) no gain or loss a shareholder of OMNI who receives IBKC Common Stock and cash in exchange for such shareholder’s shares of OMNI Common Stock generally will be recognized by recognize gain, but not loss, to the holders extent of the Acquired Fund Common Shares upon lesser of: (1) the conversion excess, if any, of their Acquired Fund Common Shares to shares (a) the sum of Acquiring Fund the aggregate fair market value of the IBKC Common Stock as part received (including any fractional share of IBKC Common Stock deemed to be received and exchanged for cash) and the Merger; amount of cash received (eincluding any cash received in lieu of a fractional share of IBKC Common Stock) over (b) the shareholder’s aggregate tax basis in the hands shares of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund OMNI Common Stock exchanged in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by ; and (2) the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Mergercash received; (fiv) immediately after the Merger, the aggregate tax basis of the Acquiring Fund IBKC Common Stock received by each holder a shareholder of Acquired Fund OMNI who exchanges such shareholder’s OMNI Common Shares Stock in the Merger will be equal to the such shareholder’s aggregate tax basis in the shares of OMNI Common Stock being exchanged, reduced by any amount allocable to a fractioned share interest of IBKC Common Stock for which cash is received and by the Acquired Fund Common Shares owned amount of any cash consideration received, and increased by the amount of taxable gain, if any recognized by such stockholder immediately prior to shareholder in the Merger;; and (gv) the holding period for Acquiring Fund of the shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for during which he or she held Acquired Fund the shares of OMNI Common Shares converted pursuant to the MergerStock surrendered in exchange therefore were held, provided that such shares of Acquired Fund OMNI Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Date.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLPan opinion, dated the ----------- Closing Date, of Xxxxxx Xxxx Xxxxxx Xxxx & Xxxxxxxxxx P.L.L.C. or another tax advisor in form and substance satisfactory to FNB and Rowan, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: : (a) i)consummation of the Merger as provided in this Agreement Merger, together with the immediately subsequent merger of the Surviving Corporation with and into FNB (collectively, the "Mergers"), will constitute a “"reorganization” within the meaning of " as defined in Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b368(a) of the Code; ; (bii) no gain or loss will be recognized by FNB or Rowan by reason of the Acquired Fund Mergers, (iii) the exchange or cancellation of shares of Rowan Stock in the Merger or upon the conversion will not give rise to recognition of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on for federal income tax purposes to the transfer shareholders of “section 1256 contracts” as defined Rowan to the extent such shareholders receive FNB Stock in Section 1256(bexchange for their shares of Rowan Stock (except with respect to cash in lieu of fractional shares); (iv) the basis of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required FNB Stock to be recognized upon the transfer received by a shareholder of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Rowan will be the same as the aggregate tax basis of such assets the Rowan Stock surrendered in exchange therefor, decreased by the hands amount of the Acquired Fund immediately prior to the consummation of the Mergercash received, if any, and increased by the amount of dividend income or gain or decreased by the amount of lossrecognized, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion ; and (v) if Rowan Stock is conditioned upon a capital asset in the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request hands of the Acquiring Fund shareholder at the Effective Time, the holding period of the FNB Stock received by the shareholder in the Merger will include the holding period of Rowan Stock surrendered in exchange therefor. In rendering its opinion, Xxxxxx Xxxx Xxxxxx Xxxx & Xxxxxxxxxx P.L.L.C. or such other tax advisor will require and rely on representations by officers of FNB and Rowan, and will be entitled to make reasonable assumptions, including that the Acquired Fund. Notwithstanding anything herein to Merger will be followed immediately by the contrary, neither merger of the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Surviving Corporation with and into FNB.

Tax Opinion. The parties Acquiror and Target shall have received the opinion opinions of Xxxxxx, Xxxxx Mulxxxx Xxxxxx & Xxxxxxx Fauxxxxx XXP and Gooxxxx Xxocter LLP, respectively, dated as of the Closing Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Target and Acquiror, as the case may be, substantially to the effect that, based upon certain that on the basis of the facts, representations and assumptions and certain representations made by set forth in such opinions which are consistent with the Acquired Fundstate of facts existing at the Effective Time, the Acquiring Fund and their respective authorized officers, Merger will be treated for U.S. federal income tax purposes: (a) the Merger purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code IRC and that the Acquiring Fund and the Acquired Fund accordingly: (i) No gain or loss will each be recognized by Acquiror or Target as a “party to a reorganization” within the meaning of Section 368(b) result of the CodeMerger; (bii) Except to the extent of any cash received as part of the Merger Consideration or in lieu of a fractional share interest in Acquiror Common Stock, no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to shares of Acquiring Fund Target who exchange their Target Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund Acquiror Common Stock pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (diii) no gain or loss will be recognized by the holders The tax basis of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Acquiror Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund received by stockholders who exchange their Target Common Stock for Acquiror Common Stock in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior Target Common Stock surrendered pursuant to the consummation of the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger;exchange; and (fiv) immediately after the Merger, the aggregate tax basis The holding period of the Acquiring Fund Acquiror Common Stock received by each holder of Acquired Fund Common Shares stockholder in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) include the holding period for Acquiring Fund of Target Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor, provided that such shares of Acquired Fund stockholder held such Target Common Stock were held as a capital assets at asset on the time of the Merger; (h) the Acquiring Fund’s holding period with respect Effective Date. Such opinions may be based on, in addition to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery review of such opinion is conditioned upon the receipt by Xxxxxxmatters of fact and law as counsel considers appropriate, Xxxxx & Bockius LLP representations contained in certificates of representations it shall request officers of the Acquiring Fund Acquiror, Target and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxWachtell, Lipton, Xxxxx & Xxxxxxx LLPXxxx in form and substance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part shareholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a shareholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end recognize gain or loss equal to the difference, if any, between -44- such shareholder's basis in the fractional share (as a result described in clause (iv) above) and the amount of the Mergercash received. The delivery of In rendering such opinion is conditioned upon the receipt by Xxxxxxopinion, Wachtell, Lipton, Xxxxx & Bockius LLP of Xxxx may receive and rely upon representations it shall request of from Parent, the Acquiring Fund Company, and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties Parent shall have received the an opinion of XxxxxxSidley & Austin, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to Parent, dated the Closing DateEffective Time, substantially to the effect that, based upon certain on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion that are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” such reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in stockholders of the Merger or Company upon the conversion exchange of Acquired Fund their Company Common Shares to Stock solely for shares of Acquiring Fund Parent Common Stock as part of pursuant to the Merger, except for (A) gain or loss that may be recognized on the transfer with respect to cash, if any, received in lieu of “section 1256 contracts” as defined in Section 1256(b) fractional shares of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeParent Common Stock; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock exchanged therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder of Acquired Fund solely in exchange for Company Common Shares in Stock pursuant to the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end Company Common Stock exchanged therefor, provided such Company Common Stock was held as a result capital asset by the stockholder at the Effective Time; and In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the Parent Tax Certificate), representations of the Merger. The delivery of such opinion is conditioned upon Company (including, without limitation, representations contained in the receipt Company Tax Certificate) and representations by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties Buyer and Company shall each have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLPan opinion, dated as of the Closing DateEffective Time, substantially of Lowenstein Sandler PC, reasonably satisfactory in form and subxxxxxx xx Xxxxxxx and its counsel and to Buyer, based upon representation letters reasonably required by Lowenstein Sandler PC dated on or about the date of such opxxxxx, xxx xxxx other facts and representations as such counsel may reasonably deem relevant, to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: : (ai) the Merger will be treated for federal income Tax purposes as provided a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Buyer Common Stock; (iii) in this Agreement will constitute the case of Company shareholders who receive cash in whole or in part in exchange for their Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) in the case of Company shareholders who recognize gain on the exchange of their Company Common Stock and in whose hands such stock was a “reorganization” capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders' respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 368(a)(1356(a)(2) of the Code and that by reason of the Acquiring Fund and applicability of the Acquired Fund will each be a “party to a reorganization” within the meaning stock attribution rules of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) 318 of the Code, it being understood that the applicability of such attribution rules to any particular shareholder shall depend on such shareholder's particular factual circumstances; (Bv) gain that may be recognized the basis of any Buyer Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient's Company Common Stock surrendered on the transfer exchange, reduced by the amount of stock in a “passive foreign investment company” as defined in Section 1297(a) of cash received, if any, on the Codeexchange, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of the gain or decreased by the amount of lossrecognized, if any, recognized by on the Acquired Fund in the Merger; exchange (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; whether characterized as dividend or capital gain income); and (gvi) the holding period for Acquiring Fund any Buyer Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period exchange for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the Acquiring Fund have exchange. In connection therewith and in connection with any Tax opinion which is included within the effect S-4, each of reducing Buyer and the Company shall deliver to Lowenstein Sandler PC representation letters, in each case in form xxx xxxxxxxxx xxxsonably satisfactory to Lowenstein Sandler PC. Neither Buyer nor the Company shall, or eliminating shaxx xxxxx xxx xx xxeir respective Subsidiaries to, take any action inconsistent with the holding period with respect to an asset); and (i) the taxable year treatment of the Acquired Fund will not end Merger as a result "reorganization" under Section 368(a) of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Code.

Tax Opinion. The parties Parent shall have received the an opinion of XxxxxxSidley & Austin, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to Parent, dated the Closing DateEffective Time, substantially to the effect that, based upon certain on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion that are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” such reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in stockholders of the Merger or Company upon the conversion exchange of Acquired Fund their Company Common Shares to Stock solely for shares of Acquiring Fund Parent Common Stock as part of pursuant to the Merger, except for (A) gain or loss that may be recognized on the transfer with respect to cash, if any, received in lieu of “section 1256 contracts” as defined in Section 1256(b) fractional shares of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeParent Common Stock; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock exchanged therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder of Acquired Fund solely in exchange for Company Common Shares in Stock pursuant to the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset by the stockholder at the Effective Time; and (ivi) the taxable year a stockholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in such fractional share (as a result described in clause (iv) above) and the amount of cash received. In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the Parent Tax Certificate), representations of the Merger. The delivery of such opinion is conditioned upon Company (including, without limitation, representations contained in the receipt Company Tax Certificate) and representations by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4others.

Tax Opinion. The parties WMVT on behalf of the Acquired Fund and PVC on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated Dykema Gossxxx XXLX xxxxx on the Closing Date, Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WMVT and PVC and will also be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties Buyer and Acquired Corporation shall have received the an opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Dateaddressed to each of them, substantially in form and substance reasonably satisfactory to Acquired Corporation and Buyer to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) 368 of the Code; ; (bii) no gain or loss will be recognized by Buyer or Acquired Corporation; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to Corporation who receive shares of Acquiring Fund Buyer’s Common Stock as part except to the extent of the Merger, except for (A) gain or loss that may be recognized on the transfer of any taxable “section 1256 contractsboot” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Codereceived by such persons from Buyer, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant except to the Merger regardless extent of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of any dividends received from Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately Corporation prior to the consummation of Effective Date; (iv) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Buyer’s Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax sum of the basis of the shares of Acquired Fund Common Shares owned Corporation common stock exchanged in the Merger and the amount of gain, if any, which was recognized by the exchanging Acquired Corporation stockholder, including any portion treated as a dividend, less the value of taxable boot, if any, received by such stockholder immediately prior to in the Merger; ; (gv) the holding period for Acquiring Fund of the Buyer’s Common Stock will include the holding period of the shares of Acquired Corporation common stock exchanged therefor if such shares of Acquired Corporation common stock were capital assets in the hands of the exchanging Acquired Corporation stockholder; and (vi) cash received by each holder an Acquired Corporation stockholder in lieu of Acquired Fund a fractional share interest of Buyer’s Common Shares in the Merger Stock will be determined by including treated as having been received as a distribution in full payment in exchange for the period for fractional share interest of Buyer’s Common Stock which he or she held Acquired Fund Common Shares converted pursuant would otherwise be entitled to the Merger, provided that such shares of Acquired Fund Common Stock were held receive and will qualify as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities Corporation Stock was a capital asset in his or her hands as of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Date); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties WM I on behalf of the Acquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxx Xxxxxxx LLP, PLLC dated on the Closing Date, Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM I and PIF and will also be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties WM XXX on behalf of the Acquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxx Xxxxxxx LLP, PLLC dated on the Closing Date, Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM XXX and PIF and will also be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties Buyer and Acquired Corporation shall have received the an opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Dateaddressed to each of them, substantially in form and substance reasonably satisfactory to Acquired Corporation and Buyer to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) 368 of the Code; ; (bii) no gain or loss will be recognized by Buyer or Acquired Corporation; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to Corporation who receive shares of Acquiring Fund Buyer's Common Stock as part except to the extent of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Codeany taxable "boot" received by such persons from Buyer, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant except to the Merger regardless extent of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of any dividends received from Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately Corporation prior to the consummation of Effective Date; (iv) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Buyer's Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax sum of the basis of the shares of Acquired Fund Common Shares owned Corporation common stock exchanged in the Merger and the amount of gain, if any, which was recognized by the exchanging Acquired Corporation stockholder, including any portion treated as a dividend, less the value of taxable boot, if any, received by such stockholder immediately prior to in the Merger; ; (gv) the holding period for Acquiring Fund of the Buyer's Common Stock will include the holding period of the shares of Acquired Corporation common stock exchanged therefor if such shares of Acquired Corporation common stock were capital assets in the hands of the exchanging Acquired Corporation stockholder; and (vi) cash received by each holder an Acquired Corporation stockholder in lieu of Acquired Fund a fractional share interest of Buyer's Common Shares in the Merger Stock will be determined by including treated as having been received as a distribution in full payment in exchange for the period for fractional share interest of Buyer's Common Stock which he or she held Acquired Fund Common Shares converted pursuant would otherwise be entitled to the Merger, provided that such shares of Acquired Fund Common Stock were held receive and will qualify as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities Corporation Stock was a capital asset in his or her hands as of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Date); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties shall have received the an opinion of XxxxxxPaul, Xxxxx Hastings, Janofsky & Xxxxxxx LLP, dated the Closing Date, Walker LLP substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, that for U.S. federal income tax purposesFederal incoxx xxx xurpxxxx: (a) The transfer of PIC Twenty Fund assets to New PIC Twenty Fund in exchange for New PIC Twenty Shares and the Merger as provided distribution of New PIC Twenty Shares to the shareholders of PIC Twenty Fund in this Agreement liquidation of PIC Twenty Fund will constitute a “"reorganization” " (the "Reorganization") within the meaning of Section 368(a)(1) 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Acquiring each of PIC Twenty Fund and the Acquired New PIC Twenty Fund will each be a “party to a reorganization” reorganization within the meaning of Section 368(b) of the Code; (b) no No gain or loss will be recognized by the Acquired New PIC Twenty Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Mergerassets and assumption of liabilities, except if any, of PIC Twenty Fund solely in exchange for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeNew PIC Twenty Shares; (c) no No gain or loss will be recognized by PIC Twenty Fund upon the Acquiring transfer of its assets to, and the assumption of its liabilities by, New PIC Twenty Fund in exchange for New PIC Twenty Shares and the Merger or upon the conversion distribution of Acquired New PIC Twenty Fund Common Shares to shares the shareholders of Acquiring Fund Common Stock as part of the MergerPIC Twenty Fund.; (d) no No gain or loss will be recognized by the holders any shareholder of the Acquired PIC Twenty Fund Common Shares upon the conversion exchange of their Acquired its PIC Twenty Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Mergerfor New PIC Twenty Shares; (e) the aggregate The adjusted tax basis in the hands of the Acquiring assets of PIC Twenty Fund of the Acquired acquired by New PIC Twenty Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired to PIC Twenty Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerReorganization; (f) immediately after the Merger, the aggregate The adjusted tax basis of the Acquiring Fund Common Stock New PIC Twenty Shares received by each holder shareholder of Acquired PIC Twenty Fund Common Shares in pursuant to the Merger Reorganization will be equal to the aggregate same as the adjusted tax basis of the Acquired PIC Twenty Fund Common Shares owned shares held by such stockholder shareholder immediately prior to the MergerReorganization; (g) the The holding period for Acquiring of the assets of PIC Twenty Fund Common Stock acquired by New PIC Twenty Fund will include the period during which those assets were held by PIC Twenty Fund; (h) The holding period of the New PIC Twenty Shares to be received by each holder shareholder of Acquired PIC Twenty Fund Common Shares in the Merger will be determined by including include the period for during which he or she the PIC Twenty Fund shares exchanged therefor were held Acquired Fund Common Shares converted pursuant to the Mergerby such shareholder, provided that such shares of Acquired PIC Twenty Fund Common Stock Shares were held as capital assets at on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (i) New PIC Twenty Fund will succeed to and take into account the taxable year tax attributes of PIC Twenty Fund described in Section 381(c) of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Code.

Tax Opinion. The parties On the basis of facts, representations and assumptions which shall be consistent with the state of facts existing immediately prior to the Closing Date, NewAlliance, CBI and Cornerstone shall have received the an opinion of XxxxxxNewAlliance's counsel, Xxxxx & Xxxxxxx LLPor such other qualified professional firm on which the parties shall agree, reasonably acceptable in form and substance to NewAlliance, CBI and Cornerstone dated as of the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal Federal income tax purposes: (aA) The Merger, when consummated in accordance with the Merger as provided in this Agreement terms hereof, either will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund and the Acquired Fund or will each be treated as part of a “party to a reorganization” reorganization within the meaning of Section 368(b368(a) of the Code; (bB) no Neither the Merger nor the Bank Merger will adversely affect the Merger qualifying as a Reorganization within the meaning of Section 368(a) of the Code; (C) No gain or loss will be recognized by the Acquired Fund in the Merger NewAlliance, NAB, CBI or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Cornerstone by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (dD) no The exchange of CBI Common Stock to the extent exchanged for NewAlliance Common Stock will not give rise to recognition of gain or loss will be recognized by for Federal income tax purposes to the holders shareholders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the MergerCBI; (eE) the aggregate tax The basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred NewAlliance Common Stock to the Acquiring Fund in the Merger be received (including any fractional shares deemed received for tax purposes) by a CBI shareholder will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund CBI Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted surrendered pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Merger in exchange therefore; and (iF) the taxable year The holding period of the Acquired Fund shares of NewAlliance Common Stock to be received by a shareholder of CBI will not end include the period during which the shareholder held the shares of CBI Common Stock surrendered in exchange therefore, provided the CBI Common Stock surrendered is held as a result capital asset at the Effective Time. Each of NewAlliance, CBI, NAB and Cornerstone shall provide a letter setting forth the Merger. The delivery of facts, assumptions and representations on which such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund counsel may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Simxxxx Xxxxxxx & Xxxxxxx LLPBarxxxxx XXP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) except for consequences regularly attributable to a termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeStock; (ciii) no gain or loss will be recognized by the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the MergerStock; (div) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares Stock into shares of Acquiring Fund Common Stock, except to the extent such holders are paid cash in lieu of fractional shares of Acquiring Fund Common Stock as part of in the Merger; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares Stock in the Merger (including that of fractional share interests purchased by the Acquiring Fund) will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder immediately prior to the Merger; (gvii) the a stockholder's holding period for Acquiring Fund Common Stock received (including that of fractional share interests purchased by each holder of Acquired Fund Common Shares in the Merger Acquiring Fund) will be determined by including the period for which he or she held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Mergerassets; (hviii) the Acquiring Fund’s 's holding period with respect to the Acquired Fund’s 's assets transferred pursuant to the Merger will include the period for which such assets were held by the Acquired Fund; and (ix) the payment of cash to the holders of Acquired Fund Common Stock in lieu of fractional shares of Acquiring Fund Common Stock will be treated as though such fractional shares were distributed as part of the MergerMerger and then redeemed by the Acquiring Fund, other than assets with respect to which the result that the holder of Acquired Fund Common Stock will generally have a capital gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities extent the cash distribution differs from such stockholder's basis allocable to the fractional shares of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Common Stock (assuming such Acquired Fund Common Stock was held as a capital asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Simxxxx Xxxxxxx & Bockius LLP Barxxxxx XXP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties BANC ONE and LIBERTY shall have received the use their respective reasonable best efforts to obtain from Wachtell, Lipton, Rosex & Xatz a written opinion of Xxxxxxaddressed to LIBERTY, Xxxxx & Xxxxxxx LLPits shareholders and BANC ONE, dated the Closing Date, substantially to the effect that, that based upon certain factsthe Internal Revenue Code of 1986, assumptions as amended (the "Internal Revenue Code"), the regulations thereunder and certain representations made rulings issued by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposesInternal Revenue Service in transactions similar to those contemplated by this Merger Agreement: (a) the The statutory Merger as provided in this Agreement of LIBERTY with and into BANC ONE OKLAHOMA will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) and Section 368(a)(2)(D) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Internal Revenue Code; (b) no No gain or loss will be recognized by BANC ONE or LIBERTY as a consequence of the transactions herein contemplated; (c) No gain or loss will be recognized by the Acquired Fund in shareholders of LIBERTY on the Merger or upon the conversion exchange of Acquired Fund Common Shares to their shares of Acquiring Fund LIBERTY Common Stock as part for shares of the MergerBANC ONE Common (disregarding for this purpose any cash consideration received by such shareholders of LIBERTY Common, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) including any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund cash received pursuant to the Merger regardless exercise of whether such transfer would otherwise statutory dissenters' rights or for fractional share interests to which they may be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Mergerentitled); (d) no gain or loss will The Federal income tax basis of the BANC ONE Common (including fractional share interests to which they may be recognized entitled) received by the holders shareholders of the Acquired Fund LIBERTY Common Shares upon the conversion of for their Acquired Fund Common Shares to shares of Acquiring Fund LIBERTY Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate Federal income tax basis of the Acquiring Fund LIBERTY Common Stock surrendered in exchange therefor; and (e) The holding period of the BANC ONE Common received by each holder a shareholder of Acquired Fund LIBERTY Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for which he or she held Acquired Fund the LIBERTY Common Shares converted pursuant to the Mergerexchanged therefor was held, provided that such shares of Acquired Fund the exchanged LIBERTY Common Stock were was held as a capital assets at asset by such shareholder on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4exchange.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxSidley & Austin, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute either (A) a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code Code, to which the Company, Merger Sub C and that the Acquiring Fund and the Acquired Fund Parent will each be a “party to a reorganization” party, within the meaning of Section 368(b) of the Code or (B) part of a transaction described in Section 351(a) of the Code; (bii) no No gain or loss will be recognized by Parent, Merger Sub C or the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock Company as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) A stockholder of the Company that does not elect to receive any cash pursuant to the Merger will recognize no gain or loss will be recognized by the holders solely as a result of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) A stockholder of the Company that elects to receive cash pursuant to the Merger will recognize any gain (but not loss) realized as a result of the Merger in an amount equal to the lesser of (A) the difference between (x) the fair market value of Parent Common Stock received pursuant to the Merger plus cash received pursuant to the Merger and (y) the basis of such stockholder's Company Common Stock surrendered in the Merger or (B) the amount of cash received pursuant to the election to receive cash; (v) The aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets shares of Company Common Stock, (A) decreased by the amount of cash received in the hands exchange for shares of the Acquired Fund immediately prior Company Common Stock pursuant to the consummation of the Merger, an election to receive cash and (B) increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger(determined under clause (iv) above); (fvi) immediately after the Merger, the aggregate tax basis The holding period for shares of the Acquiring Fund Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock were held by the stockholder, provided such shares of Company Common Stock were held as capital assets by such stockholder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivii) the taxable year A stockholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common stock will not end recognize gain or loss equal to the difference, if any, between such stockholder's basis in such fractional share (as a result described in clause (v) above) and the amount of cash received. In rendering such opinion, Sidley & Austin may receive and rely upon representations from others, including representations from the Company and Holding contained in certificates substantially in the form of the Merger. The delivery of such opinion is conditioned upon Company Tax Certificate and the receipt by XxxxxxTax Matters Certificate attached hereto as Annex M and Annex M-2, Xxxxx & Bockius LLP of representations it shall request from Holding contained in a certificate substantially in the form of the Acquiring Fund Parent Tax Certificate attached hereto as Annex N, and representations in a certificate substantially in the Acquired Fund. Notwithstanding anything herein to form of the contraryTax Matters Certificate attached hereto as Annex O from certain persons who own, neither as of the Acquiring Fund nor Effective Time, five percent (5%) or more of the Acquired Fund may waive total number of shares of the condition set forth Company or of VoiceStream (or, in this paragraph 5.4such counsel's discretion, of Omnipoint).

Tax Opinion. The parties IGL shall have received the an opinion of XxxxxxSidley & Austin, Xxxxx & Xxxxxxx LLPin form and substance reasonably satisfactory to IGL, dated the Closing DateEffective Time, substantially to the effect that, based upon certain on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code Code, and that the Acquiring Fund FTX and the Acquired Fund IGL will each be a “party to a reorganization” such reorganization within the meaning of Section 368(b) of the Code; (bii) Except for gain, if any, to FTX in connection with the formation of Newco and the disposition of Newco Common Stock, no gain or loss will be recognized by the Acquired Fund in the Merger IGL or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock FTX as part a result of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (ciii) no No gain or loss will be recognized by the Acquiring Fund in stockholders of FTX who are United States persons (within the Merger or upon meaning of the conversion of Acquired Fund Code) to the extent that they exchange FTX Common Shares to solely for shares of Acquiring Fund IGL Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger. Such opinion shall also address: (a) the tax consequences of the receipt by non- dissenting stockholders of FTX who are United States persons (within the meaning of the Code) of (i) IGL Warrants and Newco Common Stock in exchange for FTX Common Shares pursuant to the Merger and (ii) cash in lieu of fractional shares of IGL Common Stock or Newco Common Stock or in lieu of fractional interests in IGL Warrants, provided and (b) the tax basis and holding period for the shares of IGL Common Stock, Newco Common Stock and IGL Warrants received by such stockholders in exchange for FTX Common Shares pursuant to the Merger. In rendering such opinion, Sidley & Austin may receive and rely upon representations contained in a certificate of IGL substantially in the form of the IGL Tax Certificate attached to the IGL Letter and a certificate of FTX substantially in the form of the FTX Tax Certificate attached to the FTX Letter. To the extent that such counsel also requests other appropriate certificates from Major Stockholders verifying that such Major Stockholders have no intention as of the Effective Time to sell the shares of Acquired Fund IGL Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of be distributed to them in the Merger, other than assets FTX shall cooperate with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth counsel in this paragraph 5.4seeking such certificates.

Tax Opinion. The parties On the basis of facts, representations and assumptions which shall be consistent with the state of facts existing immediately prior to the Closing Date, NewAlliance, CBI and Cornerstone shall have received the an opinion of XxxxxxNewAlliance’s counsel, Xxxxx & Xxxxxxx LLPor such other qualified professional firm on which the parties shall agree, reasonably acceptable in form and substance to NewAlliance, CBI and Cornerstone dated as of the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal Federal income tax purposes: (aA) The Merger, when consummated in accordance with the Merger as provided in this Agreement terms hereof, either will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund and the Acquired Fund or will each be treated as part of a “party to a reorganization” reorganization within the meaning of Section 368(b368(a) of the Code; (bB) no Neither the Merger nor the Bank Merger will adversely affect the Merger qualifying as a Reorganization within the meaning of Section 368(a) of the Code; (C) No gain or loss will be recognized by the Acquired Fund in the Merger NewAlliance, NAB, CBI or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Cornerstone by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (dD) no The exchange of CBI Common Stock to the extent exchanged for NewAlliance Common Stock will not give rise to recognition of gain or loss will be recognized by for Federal income tax purposes to the holders shareholders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the MergerCBI; (eE) the aggregate tax The basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred NewAlliance Common Stock to the Acquiring Fund in the Merger be received (including any fractional shares deemed received for tax purposes) by a CBI shareholder will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund CBI Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted surrendered pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Merger in exchange therefore; and (iF) the taxable year The holding period of the Acquired Fund shares of NewAlliance Common Stock to be received by a shareholder of CBI will not end include the period during which the shareholder held the shares of CBI Common Stock surrendered in exchange therefore, provided the CBI Common Stock surrendered is held as a result capital asset at the Effective Time. Each of NewAlliance, CBI, NAB and Cornerstone shall provide a letter setting forth the Merger. The delivery of facts, assumptions and representations on which such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund counsel may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties WM I on behalf of the Acquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, Dykema Gossett PLLC xxxxx ox xxx Xlosing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM I and PIF and will also be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties On the basis of facts, representations and assumptions which shall be consistent with the state of facts existing at the Closing date, FNFG and TFC shall have received the an opinion of XxxxxxLuse Gorman Pomerenk & Schick, Xxxxx & Xxxxxxx LLP, dated P.C. reasonably acceptable in form and xxxxxxxxx xx XXXX xnd XXX xxted as of the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal Federal income tax purposes: (aA) The Merger, when consummated in accordance with the Merger as provided in this Agreement terms hereof, either will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund and the Acquired Fund or will each be treated as part of a “party to a reorganization” reorganization within the meaning of Section 368(b368(a) of the Code; (bB) no The merger of TSB into First Niagara Bank will not adversely affect the Merger qualifying as a Reorganization within the meaning of Section 368(A) of the Code. (C) No gain or loss will be recognized by the Acquired Fund in the Merger FNFG, First Niagara Bank, TFC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized TSB by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (dD) no The exchange of TFC Common Stock to the extent exchanged for FNFG Common Stock will not give rise to recognition of gain or loss will be recognized by for Federal income tax purposes to the holders shareholders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the MergerTFC; (eE) the aggregate tax The basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred FNFG Common Stock to the Acquiring Fund in the Merger be received (including any fractional shares deemed received for tax purposes) by a TFC shareholder will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior TFC Common Stock surrendered pursuant to the consummation of the MergerMerger in exchange therefore, increased by the amount of any gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end TFC shareholder as a result of the Merger and decreased by any cash received by such TFC shareholder in the Merger; and (F) The holding period of the shares of FNFG Common Stock to be received by a shareholder of TFC will include the period during which the shareholder held the shares of TFC Common Stock surrendered in exchange therefor, provided the TFC Common Stock surrendered is held as a capital asset at the Effective Time. The delivery If Luse Gorman Pomerenk & Schick, P.C. cannot or will not render this opxxxxx, XXXX xxxxx xxcepx xxx opinion of such opinion Hogan & Hartson, L.L.P. if it is conditioned upon to the receipt by Xxxxxxeffect of the foregoing. Each xx XNFG, Xxxxx & Bockius LLP of Niagara Bank and TFC and TSB shall provide a letter setting forth the facts, assumptions and representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund on which such counsel may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Trust, on behalf of the Acquiring Fund Fund, and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeShares; (ciii) no gain or loss will be recognized by the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the MergerShares; (div) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares to shares of Stock into Acquiring Fund Common Stock as part of the MergerShares; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock Shares received by each holder of Acquired Fund Common Shares Stock in the Merger will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder shareholder immediately prior to the Merger; (gvii) the a shareholder's holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she such shareholder held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held by such shareholder as capital assets at the time of the Merger;assets; and (hviii) the Acquiring Fund’s 's holding period with respect to the Acquired Fund’s 's assets transferred as part of pursuant to the Merger, other than assets with respect to which gain or loss is required to be recognized, Merger will include the period for which such assets were held by the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Bockius Xxxxxxxx LLP of representations it shall request of the Trust, on behalf of the Acquiring Fund Fund, and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Trust, on behalf of the Acquiring Fund Fund, nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties shall have received the PIC agrees to use its best efforts to obtain a written opinion of XxxxxxFriday, Xxxxxxxx & Xxxxx & Xxxxxxx LLP, addressed to the Warrantors and reasonably satisfactory to IBKC’s counsel, dated the Closing Datedate of the Closing, subject to customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC and the Acquired Fund PIC will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code;, (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock PIC as part a result of the Merger, (iii) a stockholder of PIC who receives IBKC Common Stock and cash in exchange for such stockholder’s shares of PIC Common Stock generally will recognize gain, except for (A) gain or loss that may be recognized on but not loss, to the transfer of “section 1256 contracts” as defined in Section 1256(b) extent of the Codelesser of: (1) the excess, if any, of (Ba) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) sum of the Code, and aggregate fair market value of the IBKC Common Stock received (C) including any other gain or loss that may be required fractional share of IBKC Common Stock deemed to be recognized upon received and exchanged for cash) and the transfer amount of an asset cash received (including any cash received in lieu of the Acquired Fund pursuant to the Merger regardless a fractional share of whether such transfer would otherwise be a non-recognition transaction under the Code; IBKC Common Stock) over (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (eb) the stockholder’s aggregate tax basis in the hands shares of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund PIC Common Stock exchanged in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by ; and (2) the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger;cash received, (fiv) immediately after the Merger, the aggregate tax basis of the Acquiring Fund IBKC Common Stock received by each holder a stockholder of Acquired Fund PIC who exchanges such stockholder’s PIC Common Shares Stock in the Merger will be equal to the such stockholder’s aggregate tax basis in the shares of PIC Common Stock being exchanged, reduced by any amount allocable to a fractioned share interest of IBKC Common Stock for which cash is received and by the Acquired Fund Common Shares owned amount of any cash consideration received, and increased by the amount of taxable gain, if any recognized by such stockholder immediately prior to in the Merger;, and (gv) the holding period for Acquiring Fund of the shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for during which he or she held Acquired Fund the shares of PIC Common Shares converted pursuant to the MergerStock surrendered in exchange therefore were held, provided that such shares of Acquired Fund PIC Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Date.

Tax Opinion. The parties WM SAM on behalf of the Xxquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, Dykema Gossett PLLC xxxxx ox xxx Xlosing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM SAM and PIF and will xxso be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties Each of Fulton and Somerset shall have xxxx received the an ----------- opinion of XxxxxxFulton's counsel, Xxxxx Barley, Sxxxxx, Xenft & Xxxxxxx LLPCohen, dated the Closing DateLLC, substantially reasonaxxx xxxxptable to Fulton and Somerset, addrexxxx xo Fulton and Somerset, with xespect to federal tax laws or regulations, to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code and that the Acquiring Fund Fulton and the Acquired Fund will Somerset xxll each be a “"party to a reorganization” " within the meaning of Section 368(b368(b)(1) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger Fulton or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Somerset by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part xeason of the Merger; (diii) no gain or loss will be recognized by the holders The bases of the Acquired Fund Common Shares upon the conversion assets of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis Somerset in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Fulton will be the same thx xxxx as the aggregate tax basis bases of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder Somerset immediately prior to the Merger; (giv) the The holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares the assets of Somerset in the Merger hands of Fulton will be determined by including include the period for pexxxx during which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock assets were held as capital assets at the time of by Somerset prior to the Merger; (hv) A holder of Somerset Common Stock who receives shares of Fulton Common Stock in exchxxxx xor his Somerset Common Stock pursuant to the Acquiring Fund’s holding period reorganization (except with respect to the Acquired Fund’s assets transferred cash received in lieu of fractional shares of Fulton Common Stock deemed xxxxed as part of the Merger, other than assets with respect to which described below) will not recognize any gain or loss is required upon the exchange. (vi) A holder of Somerset Common Stock who receives cash in lieu of a fractional share of Fulton Common Stock will be xxxxxed as if he received a fractional share of Fulton Common Stock pursxxxx xo the reorganization which Fulton then redeemed for xxxx. The holder of Somerset Common Stock will recognize gain or loss on the constructive redemption of the fractional share in an amount equal to the difference between the cash received and the adjusted basis of the fractional share. (vii) The tax basis of the Fulton Common Stock to be recognized, xxxxxxed by the shareholders of Somerset pursuant to the terms of this Agreement will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have Somerset Common Stock surrendered in exchange therefor, provided that such Somerset Common Stock is held as a capital asset at the effect of reducing or eliminating the Effective Time. (viii) The holding period with respect of the shares of Fulton Common Stock to an asset); andbe received by the shareholders of Somerset will include the period during which they held the shares of Somerset Common Stock surrendered, provided the shares of Somerset Common Stock are held as a capital asset on the date of the exchange. (iix) A holder of Somerset Common Stock who receives Cash Consideration and Fulton Common Stock in exxxxxxx for his Somerset Common Stock pursuant to the reorganization will recognize gain equal to the lesser of (a) the taxable year amount of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned gain realized upon the receipt by Xxxxxx, Xxxxx & Bockius LLP exchange or (b) the amount of representations it shall request Cash Consideration received. (x) A holder of Somerset Common Stock who receives Cash Consideration in exchange for his Somerset Common Stock will recognized gain or less on exchange based on the Acquiring Fund difference between the Cash Consideration received and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4adjusted basis of his Somerset Common Stock.

Tax Opinion. The parties On the basis of facts, representations, and assumptions stated therein which shall be consistent with the state of facts existing at the Closing Date, Partners shall have received the an opinion of Xxxxxx, Xxxxx & Polsinelli Xxxxxxx LLP, Xxxxxxxx Suelthaus PC reasonably acceptable in form and substance to Partners dated as of the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (aA) The Merger, when consummated in accordance with the Merger as provided in this Agreement terms hereof, either will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code or will be treated as part of a reorganization within the meaning of Section 368(a) of the Code; (B) FCLF and that the Acquiring Fund and the Acquired Fund Partners will each be a “party to a reorganization” reorganization within the meaning of Section 368(b) of the Code; (bC) no The Bank Merger will not adversely affect the Merger qualifying as a reorganization within the meaning of Section 368(a) of the Code; (D) No gain or loss will be recognized by the Acquired Fund in the Merger FCLF, FCL Bank, Partners or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Partners Bank by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (dE) no Stockholders of Partners will not recognize gain or loss will be recognized by upon the holders exchange of their shares of Partners Common Stock for shares of FCLF Common Stock (except with respect to the cash portion of the Acquired Fund Common Shares upon the conversion Merger Consideration (including any cash in lieu of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock fractional shares) or consideration received as part a result of the Mergerexercise of dissenters’ rights); (eF) the aggregate tax The basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred FCLF Common Stock to be received pursuant to the Acquiring Fund in the Merger (including any fractional shares deemed received for tax purposes) by a Partners Stockholder will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior Partners Common Stock surrendered pursuant to the consummation of the MergerMerger in exchange therefor, increased by the amount of gain or decreased treated as a dividend, if any, and by the amount of loss, if any, any gain recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end Partners Stockholder as a result of the Merger and decreased by any cash received by such Partners Stockholders in the Merger. ; and (G) The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request holding period of the Acquiring Fund shares of FCLF Common Stock to be received by a Partners Stockholder will include the period during which the Partners Stockholder held the shares of Partners Common Stock surrendered in exchange therefor, provided the Partners Common Stock surrendered is held as a capital asset at the Effective Time. Each of FCLF and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund Partners shall provide a certificate contemplated by Section 2.7 hereof on which such counsel may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxSkadden, Xxxxx Arps, Slate, Meagher & Xxxxxxx LLPFlom LLP in form and substance reasonxxxx xxtisxxxxory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal Federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part stockholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the holder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the holder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a shareholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund described in clause (iv) above) and the Acquired Fundamount of cash received. Notwithstanding anything herein In rendering such opinion, and Skadden, Arps, Slate, Meagher & Flom LLP may receive and rely upon rexxxxxxxatixxx from Parent, the Company, and others, including the representation letters referred to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Section 4.5.

Tax Opinion. The parties CGB shall have received the opinion of XxxxxxStinxxx, Xxxxx Xxg & Xxxxxxx LLPFizzell, independent counsel to CGB (or other accounting or law firm reasonably acceptable to Enterbank), dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger should be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b368(a) of the Code, (Bii) gain Enterbank and CGB should each be a party to that may be recognized on reorganization within the transfer meaning of stock in a “passive foreign investment company” as defined in Section 1297(asection 368(b) of the Code, Code and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code;iii) (c1) except for any cash received in lieu of any fractional share, no gain or loss will should be recognized by holders of CGB Common Stock who receive Enterbank Common Stock in exchange for the Acquiring Fund in CGB Common Stock which they hold; (2) the Merger or upon holding period of Enterbank Common Stock exchanged for CGB Common Stock should include the conversion holding period of Acquired Fund the CGB Common Shares to Stock for which it is exchanged, assuming the shares of Acquiring Fund CGB Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such are capital assets in the hands of the Acquired Fund immediately prior to holder thereof at the consummation of Effective Time; and (3) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Enterbank Common Stock received by each holder of Acquired Fund Common Shares in the Merger will exchange should be equal to the aggregate tax same as the basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund CGB Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he it was exchanged, less any basis attributable to fractional shares for which cash is received. In rendering such opinion, such independent accountants ( or she held Acquired Fund Common Shares converted pursuant law firm) may require and rely upon representations and covenants contained in certificates of officers of Enterbank, CGB and others. If the opinion referred to the Mergerin this Section 6.3(d) is not delivered, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect condition shall be deemed satisfied if CGB shall have received an opinion to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and subsections (i) the taxable year of the Acquired Fund and (ii) above from Armsxxxxx Xxxxxxxx XXX or another law or accounting firm selected by Enterbank and reasonably acceptable to CGB. CGB will not end as a result of the Merger. The delivery of cooperate in obtaining such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties BANCFIRST and AMQUEST shall have received the use their respective reasonable best efforts to obtain from Xxxxx and Xxxxxxx a written opinion of Xxxxxxaddressed to AMQUEST, Xxxxx & Xxxxxxx LLPits shareholders and BANCFIRST, dated the Closing Date, substantially to the effect that, that based upon certain factsthe Internal Revenue Code of 1986, assumptions as amended (the "Internal Revenue Code"), the regulations thereunder and certain representations made rulings issued by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposesInternal Revenue Service in transactions similar to those contemplated by this Merger Agreement: (a) the The statutory Merger as provided in this Agreement of AMQUEST with and into BANCFIRST will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Internal Revenue Code; (b) no No gain or loss will be recognized by BANCFIRST or AMQUEST as a consequence of the transactions herein contemplated; (c) No gain or loss will be recognized by the Acquired Fund in shareholders of AMQUEST on the Merger or upon the conversion exchange of Acquired Fund Common Shares to their shares of Acquiring Fund AMQUEST Common Stock as part for shares of the MergerBANCFIRST Common (disregarding for this purpose any cash consideration received by such shareholders of AMQUEST Common, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) including any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund cash received pursuant to the Merger regardless exercise of whether such transfer would otherwise statutory dissenters' rights or for fractional share interests to which they may be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Mergerentitled); (d) no gain or loss will The Federal income tax basis of the BANCFIRST Common (including fractional share interests to which they may be recognized entitled) received by the holders shareholders of the Acquired Fund AMQUEST Common Shares upon the conversion of for their Acquired Fund Common Shares to shares of Acquiring Fund AMQUEST Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate Federal income tax basis of the Acquiring Fund AMQUEST Common Stock surrendered in exchange therefor; and (e) The holding period of the BANCFIRST Common received by each holder a shareholder of Acquired Fund AMQUEST Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for which he or she held Acquired Fund the AMQUEST Common Shares converted pursuant to the Mergerexchanged therefor was held, provided that such shares of Acquired Fund the exchanged AMQUEST Common Stock were was held as a capital assets at asset by such shareholder on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4exchange.

Tax Opinion. The parties WM II on behalf of txx Xxquired Fund and PIF on behalf of the Acquiring Fund shall have received the a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, Dykema Gossett PLLC xxxxx ox xxx Xlosing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, based upon certain factson the basis of the existing provisions of the Code, assumptions Treasury regulations promulgated thereunder, current administrative rules, and certain representations made by the Acquired Fundcourt decisions, the Acquiring Fund and their respective authorized officers, generally for U.S. federal income tax purposes: (ai) The acquisition by the Merger Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the Stated Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in this Agreement Section 1 hereof, will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund and the Acquiring Fund will each be "a “party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (Ai) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Stated Liabilities of the Acquired Fund pursuant or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Codeits shareholders in liquidation, as contemplated in Section 1 hereof; (ciii) no No gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part receipt of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Fund Common Shares upon in exchange for the conversion assumption of their the Stated Liabilities of the Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof; (iv) The tax basis of the Assets of the Acquired Fund assets transferred to acquired by the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets Assets in the hands of the Acquired Fund immediately prior to the consummation transfer; (v) The holding periods of the Merger, increased Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the amount of Acquired Fund; (vi) No gain or decreased by the amount of loss, if any, loss will be recognized by the Acquired Fund in Shareholders upon the Mergerexchange of all of their Acquired Fund Shares for the Acquiring Fund Shares; (fvii) immediately after the Merger, the The aggregate tax basis of the Acquiring Fund Common Stock Shares to be received by each holder shareholder of the Acquired Fund Common Shares in the Merger will be equal to the same as the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Mergerexchanged therefor; (gviii) the An Acquired Fund shareholder's holding period for the Acquiring Fund Common Stock Shares to be received by each holder of will include the period during which the Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchanged therefor were held, provided that such shares of the shareholder held the Acquired Fund Common Stock were held Shares as a capital assets at asset on the time date of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)exchange; and (iix) The Acquiring Fund will succeed to and take into account the taxable year items of the Acquired Fund will not end as a result described in Section 381(c) of the MergerCode, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The delivery opinion will be qualified to reflect that the Code requires that certain contracts or securities (including, in particular, futures contracts, certain foreign currency contracts, "non-equity" options and investments in "passive foreign investment companies") be marked-to-market (treated as sold for their fair market value) at the end of such a taxable year (or upon their termination or transfer). The opinion will be based on certain factual certifications made by officers of WM II and PIF and wixx xxso be based on customary assumptions. The opinion is conditioned upon not a guarantee that the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request tax consequences of the Acquiring Fund Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Acquired Fund. Notwithstanding anything herein to Internal Revenue Service or a court would agree with the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4opinion.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx Husch Xxxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “"party to a reorganization” " within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by to the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares Stock to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeStock; (ciii) no gain or loss will be recognized by to the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares Stock to shares of Acquiring Fund Common Stock as part of the MergerStock; (div) no gain or loss will be recognized by to the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares Stock to shares of Acquiring Fund Common Stock, except to the extent such holders are paid cash in lieu of fractional shares of Acquiring Fund Common Stock as part of in the Merger; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares Stock in the Merger (including that of fractional share interests purchased by the Acquiring Fund) will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder immediately prior to the Merger; (gvii) the a stockholder's holding period for Acquiring Fund Common Stock received (including that of fractional share interests purchased by each holder of Acquired Fund Common Shares in the Merger Acquiring Fund) will be determined by including the period for which he or she held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Mergerassets; (hviii) the Acquiring Fund’s 's holding period with respect to the Acquired Fund’s 's assets transferred will include the period for which such assets were held by the Acquired Fund; and (ix) the payment of cash to the holders of Acquired Fund Common Stock in lieu of fractional shares of Acquiring Fund Common Stock will be treated as though such fractional shares were distributed as part of the Merger, other than assets Merger and then redeemed by the Acquiring Fund with respect to which the result that the holder of Acquired Fund Common Stock will generally have a capital gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities extent the cash distribution differs from such stockholder's basis allocable to the fractional shares of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the MergerCommon Stock. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius Husch Xxxxxxxxx LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties Each of Fxxxxx and Columbia shall have received the an opinion of XxxxxxFxxxxx’x counsel, Xxxxx & Xxxxxxx LLPBarley Sxxxxx LLC, dated the Closing Date, substantially reasonably acceptable to Fxxxxx and Columbia, addressed to Fxxxxx and Columbia, with respect to federal tax laws or regulations, to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code and that the Acquiring Fund Fxxxxx and the Acquired Fund Columbia will each be a “party to a reorganization” within the meaning of Section 368(b368(b)(1) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger Fxxxxx or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Columbia by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (diii) no gain or loss will be recognized by the holders The bases of the Acquired Fund Common Shares upon the conversion assets of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis Columbia in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Fxxxxx will be the same as the aggregate tax basis bases of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder Columbia immediately prior to the Merger; (giv) the The holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares the assets of Columbia in the Merger hands of Fxxxxx will be determined by including include the period for during which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock assets were held as capital assets at the time of by Columbia prior to the Merger; (hv) A holder of Columbia Common Stock who receives shares of Fxxxxx Common Stock in exchange for his Columbia Common Stock pursuant to the Acquiring Fund’s holding period reorganization (except with respect to the Acquired Fund’s assets transferred cash received in lieu of fractional shares of Fxxxxx Common Stock deemed issued as part of the Merger, other than assets with respect to which described below) will not recognize any gain or loss is required upon the exchange. (vi) A holder of Columbia Common Stock who receives cash in lieu of a fractional share of Fxxxxx Common Stock will be treated as if he received a fractional share of Fxxxxx Common Stock pursuant to the reorganization which Fxxxxx then redeemed for cash. The holder of Columbia Common Stock will recognize gain or loss on the constructive redemption of the fractional share in an amount equal to the difference between the cash received and the adjusted basis of the fractional share. (vii) The tax basis of the Fxxxxx Common Stock to be recognized, received by the stockholders of Columbia pursuant to the terms of this Agreement will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have Columbia Common Stock surrendered in exchange therefor, provided that such Columbia Common Stock is held as a capital asset at the effect of reducing or eliminating the Effective Time. (viii) The holding period with respect of the shares of Fxxxxx Common Stock to an asset); andbe received by the stockholders of Columbia will include the period during which they held the shares of Columbia Common Stock surrendered, provided the shares of Columbia Common Stock are held as a capital asset on the date of the exchange. (iix) A holder of Columbia Common Stock who receives Cash Consideration and Fxxxxx Common Stock in exchange for his Columbia Common Stock pursuant to the reorganization will recognize gain equal to the lesser of (a) the taxable year amount of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned gain realized upon the receipt by Xxxxxx, Xxxxx & Bockius LLP exchange or (b) the amount of representations it shall request Cash Consideration received. (x) A holder of Columbia Common Stock who receives Cash Consideration in exchange for his Columbia Common Stock will recognized gain or less on exchange based on the Acquiring Fund difference between the Cash Consideration received and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4adjusted basis of his Columbia Common Stock.

Tax Opinion. The parties shall have received the IBKC agrees to use its reasonable efforts to obtain a written opinion of XxxxxxJones, Xxxxx Walker, Waechter, Poitevent, Carrère & Xxxxxxx Xxxxxxx, LLP, addressed to the Warrantors and reasonably satisfactory to CMBC’s counsel, dated the Closing Datedate of the Closing, subject to customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC and the Acquired Fund CMBC will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock CMBC as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) no gain or loss a shareholder of CMBC who receives IBKC Common Stock and cash in exchange for such shareholder’s shares of CMBC Common Stock generally will be recognized by recognize gain, but not loss, to the holders extent of the Acquired Fund Common Shares upon lesser of: (1) the conversion excess, if any, of their Acquired Fund Common Shares to shares (a) the sum of Acquiring Fund the aggregate fair market value of the IBKC Common Stock as part received (including any fractional share of IBKC Common Stock deemed to be received and exchanged for cash) and the Merger; amount of cash received (eincluding any cash received in lieu of a fractional share of IBKC Common Stock) over (b) the shareholder’s aggregate tax basis in the hands shares of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund CMBC Common Stock exchanged in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by ; and (2) the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Mergercash received; (fiv) immediately after the Merger, the aggregate tax basis of the Acquiring Fund IBKC Common Stock received by each holder a shareholder of Acquired Fund CMBC who exchanges such shareholder’s CMBC Common Shares Stock in the Merger will be equal to the such shareholder’s aggregate tax basis in the shares of CMBC Common Stock being exchanged, reduced by any amount allocable to a fractioned share interest of IBKC Common Stock for which cash is received and by the Acquired Fund Common Shares owned amount of any cash consideration received, and increased by the amount of taxable gain, if any recognized by such stockholder immediately prior to shareholder in the Merger;; and (gv) the holding period for Acquiring Fund of the shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for during which he or she held Acquired Fund the shares of CMBC Common Shares converted pursuant to the MergerStock surrendered in exchange therefore were held, provided that such shares of Acquired Fund CMBC Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Date.

Tax Opinion. The parties Each of Xxxxxx and Resource shall have received the an opinion of XxxxxxXxxxxx’x counsel, Barley, Snyder, Xxxxx & Xxxxxxx LLPXxxxx, dated the Closing DateLLC, substantially reasonably acceptable to Xxxxxx and Resource, addressed to Xxxxxx and Resource, with respect to federal tax laws or regulations, to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the The Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code and that the Acquiring Fund Xxxxxx and the Acquired Fund Resource will each be a “party to a reorganization” within the meaning of Section 368(b368(b)(1) of the Code; (bii) no No gain or loss will be recognized by the Acquired Fund in the Merger Xxxxxx or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized Resource by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (diii) no gain or loss will be recognized by the holders The bases of the Acquired Fund Common Shares upon the conversion assets of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis Resource in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger Xxxxxx will be the same as the aggregate tax basis bases of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder Resource immediately prior to the Merger; (giv) the The holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares the assets of Resource in the Merger hands of Xxxxxx will be determined by including include the period for during which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock assets were held as capital assets at the time of by Resource prior to the Merger; (hv) A holder of Resource Common Stock who receives shares of Xxxxxx Common Stock in exchange for his Resource Common Stock pursuant to the Acquiring Fund’s holding period reorganization (except with respect to the Acquired Fund’s assets transferred cash received in lieu of fractional shares of Xxxxxx Common Stock deemed issued as part of the Merger, other than assets with respect to which described below) will not recognize any gain or loss is required upon the exchange. (vi) A holder of Resource Common Stock who receives cash in lieu of a fractional share of Xxxxxx Common Stock will be treated as if he received a fractional share of Xxxxxx Common Stock pursuant to the reorganization which Xxxxxx then redeemed for cash. The holder of Resource Common Stock will recognize capital gain or loss on the constructive redemption of the fractional share in an amount equal to the difference between the cash received and the adjusted basis of the fractional share. (vii) The tax basis of the Xxxxxx Common Stock to be recognized, received by the shareholders of Resource pursuant to the terms of this Agreement will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have Resource Common Stock surrendered in exchange therefor, provided that such Resource Common Stock is held as a capital asset at the effect of reducing or eliminating the Effective Time. (viii) The holding period with respect of the shares of Xxxxxx Common Stock to an asset); andbe received by the shareholders of Resource will include the period during which they held the shares of Resource Common Stock surrendered, provided the shares of Resource Common Stock are held as a capital asset on the date of the exchange. (iix) the taxable year The assumption of the Acquired Fund will Resource Options described in Section 2.3 shall not end as be deemed a result “modification” of such options under Section 424(h) of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Code.

Tax Opinion. The parties Acquiring Fund shall have received the opinion of Xxxxxxcounsel, Xxxxx & Xxxxxxx LLPaddressed to and in form and substance satisfactory to the Acquiring Fund, dated as to certain of the Closing Datefederal income tax consequences of the Reorganization under the Code to the Acquiring Fund and the shareholders of the Acquiring Fund. For purposes of rendering its opinion, substantially counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the proxy statement which will be distributed to the shareholders of the Merging Fund in connection with the Reorganization, and on such other written representations as the Merging Fund and the Acquiring Fund will have verified as of the date of issuance of the tax opinion. The opinion of counsel will be to the effect that, based upon certain facts, on the facts and assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officersstated therein, for U.S. federal income tax purposes: (ai) neither the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that Merging Fund nor the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no recognize any gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset the assets of the Acquired Merging Fund to the Acquiring Fund in exchange for the Acquiring Fund Shares and upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the shareholders of the Merging Fund in exchange for their shares of the Merging Fund; (ii) the shareholders of the Merging Fund who receive the Acquiring Fund Shares pursuant to the Merger regardless Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of whether such transfer would otherwise be a non-recognition transaction under their shares of the CodeMerging Fund for the Acquiring Fund Shares (including any fractional shares they are deemed to have received) pursuant to the Reorganization; (ciii) no gain or loss the basis of the Acquiring Fund Shares received by the Merging Fund’s shareholders will be recognized the same as the basis of the shares of the Merging Fund surrendered in the exchange, and the holding period of the Acquiring Fund Shares received by each shareholder of the Merging Fund will include the period during which the shares of the Merging Fund exchanged therefor were held by such shareholder, provided the shares of the Merging Fund were held as a capital asset on the date of the Reorganization; and (iv) the basis of the Merging Fund’s assets acquired by the Acquiring Fund in will be the Merger or upon same as the conversion basis of Acquired such assets to the Merging Fund Common Shares immediately prior to shares of Acquiring Fund Common Stock as part the Reorganization, and the holding period of the Merger; (d) no gain or loss will be recognized by the holders assets of the Acquired Merging Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired period during which those assets were held by the Merging Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties On the basis of facts, representations and assumptions which shall be consistent with the state of facts existing at the Pre-Closing date, First Niagara Financial, FNFG and FLBC shall have received the an opinion of Luse Gorman Pomerenk & Xxxxxx, Xxxxx & Xxxxxxx LLPX.X. xxxxxxablx xxxxptable in form and substance to First Niagara Financial, FNFG and FLBC dated as of the Pre-Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal Federal income tax purposes: (aA) The Merger, when consummated in accordance with the Merger as provided in this Agreement terms hereof, either will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund and the Acquired Fund or will each be treated as part of a “party to a reorganization” reorganization within the meaning of Section 368(b368(a) of the Code; (bB) no None of the Conversion, the Exchange Offer, or the merger of SBFL into First Niagara Bank will adversely affect the Merger qualifying as a Reorganization within the meaning of Section 368(A) of the Code. (C) No gain or loss will be recognized by the Acquired Fund in the Merger First Niagara Financial, FNFG, First Niagara Financial Group Savings, FLBC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized SBFL by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part reason of the Merger; (dD) no The exchange of FLBC Common Stock to the extent exchanged for FNFG Common Stock will not give rise to recognition of gain or loss will be recognized by for Federal income tax purposes to the holders shareholders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the MergerFLBC; (eE) the aggregate tax The basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred FNFG Common Stock to the Acquiring Fund in the Merger be received (including any fractional shares deemed received for tax purposes) by a FLBC shareholder will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund FLBC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted surrendered pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Merger in exchange therefor; and (iF) the taxable year The holding period of the Acquired Fund shares of FNFG Common Stock to be received by a shareholder of FLBC will not end include the period during which the shareholder held the shares of FLBC Common Stock surrendered in exchange therefor, provided the FLBC Common Stock surrendered is held as a result capital asset at the Effective Time. Each of First Niagara Financial, FNFG and FLBC shall provide a letter setting forth the Merger. The delivery of facts, assumptions and representations on which such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund counsel may waive the condition set forth rely in this paragraph 5.4rendering its opinion.

Tax Opinion. The parties Company shall have received the an opinion of XxxxxxHolland & Xxxx, Xxxxx & Xxxxxxx LLPcounsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing DateEffective Time, substantially to the effect that, based upon certain that on the basis of facts, representations and assumptions and certain representations made by set forth in such opinion which are consistent with the Acquired Fund, state of facts existing as of the Acquiring Fund and their respective authorized officersEffective Time, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “"reorganization” " within the meaning of Section 368(a)(1368(a) of the Code and that the Acquiring Fund Code, and the Acquired Fund Company, Sub and Parent will each be a “party to a reorganization” that reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part shareholders of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Company upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Company Common Stock as part solely into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (eiv) the aggregate tax basis in the hands of the Acquiring Fund shares of the Acquired Fund assets transferred Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Acquiring Fund in the Merger (including a fractional share of Parent Common Stock for which cash is paid) will be the same as the aggregate tax basis of such assets in the hands shares of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the MergerCompany Common Stock exchanged therefor; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax basis of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (gv) the holding period for Acquiring Fund shares of Parent Common Stock received by each holder solely in exchange for shares of Acquired Fund Company Common Shares in Stock pursuant to the Merger will be determined by including include the shareholder's holding period for which he or she held Acquired Fund Common Shares converted pursuant to the Merger, provided that such shares of Acquired Fund Company Common Stock, provided such shares of Company Common Stock were held as capital assets by the shareholder at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset)Effective Time; and (ivi) the taxable year a shareholder of the Acquired Fund Company who receives cash in lieu of a fractional share of Parent Common Stock will not end as a result of recognize gain or loss equal to the Merger. The delivery of difference, if any, between such opinion is conditioned upon shareholder's basis in the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund fractional share (determined under clause (iv) above) and the Acquired Fundamount of cash received. Notwithstanding anything herein In rendering such opinion, Holland & Xxxx may receive and rely upon representations from Parent, the Company, and others, including representations from Parent substantially similar to the contraryrepresentations in the Parent Tax Certificate attached to the Parent Letter, neither representations from the Acquiring Fund nor Company substantially similar to the Acquired Fund may waive representations in the condition set forth Company Tax Certificate attached to the Company Letter, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in this paragraph 5.4the Adviser Tax Certificate attached to the Adviser Agreement.

Tax Opinion. The parties Buyer and Acquired Corporation shall have received the an opinion of XxxxxxHxxxxxx Xxxxxxxxx Young & Rxxxxxx, Xxxxx & Xxxxxxx LLPLLC, dated the Closing Dateaddressed to each of them, substantially in form and substance reasonably satisfactory to Acquired Corporation and Buyer to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger as provided in this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) 368 of the Code; ; (bii) no gain or loss will be recognized by Buyer or Acquired Corporation; (iii) no gain or loss will be recognized by the Acquired Fund in the Merger or upon the conversion stockholders of Acquired Fund Common Shares to Corporation who receive shares of Acquiring Fund Buyer’s Common Stock as part except to the extent of the Merger, except for (A) gain or loss that may be recognized on the transfer of any taxable “section 1256 contractsboot” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Codereceived by such persons from Buyer, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant except to the Merger regardless extent of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of any dividends received from Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (e) the aggregate tax basis in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately Corporation prior to the consummation of Effective Date; (iv) the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (f) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Buyer’s Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to the aggregate tax sum of the basis of the shares of Acquired Fund Common Shares owned Corporation common stock exchanged in the Merger and the amount of gain, if any, which was recognized by the exchanging Acquired Corporation stockholder, including any portion treated as a dividend, less the value of taxable boot, if any, received by such stockholder immediately prior to in the Merger; ; (gv) the holding period for Acquiring Fund of the Buyer’s Common Stock will include the holding period of the shares of Acquired Corporation common stock exchanged therefor if such shares of Acquired Corporation common stock were capital assets in the hands of the exchanging Acquired Corporation stockholder; and (vi) cash received by each holder an Acquired Corporation stockholder in lieu of Acquired Fund a fractional share interest of Buyer’s Common Shares in the Merger Stock will be determined by including treated as having been received as a distribution in full payment in exchange for the period for fractional share interest of Buyer’s Common Stock which he or she held Acquired Fund Common Shares converted pursuant would otherwise be entitled to the Merger, provided that such shares of Acquired Fund Common Stock were held receive and will qualify as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include (assuming the Acquired Fund’s holding period for assets (except where investment activities Corporation Stock was a capital asset in his or her hands as of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an assetEffective Date); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4.

Tax Opinion. The parties shall have received the opinion of Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1) of the Code and that the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (bii) except for consequences regularly attributable to a termination of the Acquired Fund’s taxable year, no gain or loss will be recognized by the Acquired Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the CodeStock; (ciii) no gain or loss will be recognized by the Acquiring Fund in as a result of the Merger or upon the conversion of shares of Acquired Fund Common Shares to Stock into shares of Acquiring Fund Common Stock as part of the MergerStock; (div) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares Stock upon the conversion of their shares of Acquired Fund Common Shares Stock into shares of Acquiring Fund Common Stock, except to the extent such holders are paid cash in lieu of fractional shares of Acquiring Fund Common Stock as part of in the Merger; (ev) the aggregate tax basis of the Acquired Fund assets in the hands of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Merger; (fvi) immediately after the Merger, the aggregate tax basis of the Acquiring Fund Common Stock received by each holder of Acquired Fund Common Shares Stock in the Merger (including that of fractional share interests purchased by the Acquiring Fund) will be equal to the aggregate tax basis of the shares of Acquired Fund Common Shares Stock owned by such stockholder immediately prior to the Merger; (gvii) the a stockholder’s holding period for Acquiring Fund Common Stock received (including that of fractional share interests purchased by each holder of Acquired Fund Common Shares in the Merger Acquiring Fund) will be determined by including the period for which he or she held shares of Acquired Fund Common Shares Stock converted pursuant to the Merger, provided that such shares of Acquired Fund Common Stock were held as capital assets at the time of the Mergerassets; (hviii) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred pursuant to the Merger will include the period for which such assets were held by the Acquired Fund; and (ix) the payment of cash to the holders of Acquired Fund Common Stock in lieu of fractional shares of Acquiring Fund Common Stock will be treated as though such fractional shares were distributed as part of the MergerMerger and then redeemed by the Acquiring Fund, other than assets with respect to which the result that the holder of Acquired Fund Common Stock will generally have a capital gain or loss is required to be recognized, will include the Acquired Fundextent the cash distribution differs from such stockholder’s holding period for assets (except where investment activities basis allocable to the fractional shares of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Common Stock (assuming such Acquired Fund Common Stock was held as a capital asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Bockius Xxxxxxxx LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.47.5.

Tax Opinion. The parties shall have received the obtained a written opinion of XxxxxxCastaing Xxxxxx & Xxxxx LLC, Xxxxx & Xxxxxxx LLPaddressed to the parties and reasonably satisfactory to their respective counsel, dated the Closing Datedate of the Closing, subject to the customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: that (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368 (a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC, IBAC and the Acquired Fund AHB will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code; ; (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock AHB as part a result of the Merger; (iii) a shareholder of AHB who receives both IBKC Common Stock and cash in exchange for all of his or her shares of AHB Common Stock generally will recognize gain, except for (A) gain or loss that may be recognized on but not loss, to the transfer of “section 1256 contracts” as defined in Section 1256(b) extent of the Codelesser of: (1) the excess, if any, of (Ba) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) sum of the Code, aggregate fair market value of the IBKC Common Stock received (including any fractional share of IBKC Common Stock deemed to be received and exchanged for cash) and the amount of cash received over (b) the shareholder’s aggregate tax basis in the shares of AHB Common Stock exchanged in the Merger; and (C2) any other gain or loss that may be required to be recognized upon the transfer amount of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; cash received; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (d) no gain or loss will be recognized by the holders of the Acquired Fund Common Shares upon the conversion of their Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part of the Merger; (eiv) the aggregate tax basis in the hands of the Acquiring Fund IBKC Common Stock received by shareholders of the Acquired Fund assets transferred to the Acquiring Fund AHB, who exchange all of their AHB Common Stock in the Merger will be the same as the equal such shareholders’ aggregate tax basis of such assets in the hands shares of AHB Common Stock being exchanged, reduced by any amount allocable to a fractional share interest of IBKC Common Stock for which cash is received and by the Acquired Fund immediately prior to the consummation amount of the Mergerany cash consideration received, and increased by the amount of gain or decreased by the amount of losstaxable gain, if any, recognized by the Acquired Fund such shareholder in the Merger; ; (fv) immediately after the Merger, the aggregate tax basis holding period of the Acquiring Fund shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be equal to include the aggregate tax basis period during which the shares of the Acquired Fund Common Shares owned by such stockholder immediately prior to the Merger; (g) the holding period for Acquiring Fund AHB Common Stock received by each holder of Acquired Fund Common Shares surrendered in the Merger will be determined by including the period for which he or she held Acquired Fund Common Shares converted pursuant to the Mergerexchange therefore were held, provided that such shares of Acquired Fund AHB Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Time.

Tax Opinion. The parties shall have received the IBKC agrees to use its reasonable best efforts to obtain a written opinion of XxxxxxJones, Xxxxx Walker, Waechter, Poitevent, Carrère & Xxxxxxx LLPXxxxxxx, L.L.P., addressed to the Warrantors and reasonably satisfactory to FGBC’s counsel, dated the Closing Datedate of the Closing, subject to customary representations and assumptions, and substantially to the effect that, based upon certain facts, assumptions and certain representations made by the Acquired Fund, the Acquiring Fund and their respective authorized officers, for U.S. federal income tax purposes: (ai) the Merger will be treated for Federal income tax purposes as provided in this Agreement will constitute a “reorganization” reorganization within the meaning of Section 368(a)(1368(a)(1)(A) of the Code Code, and that the Acquiring Fund IBKC and the Acquired Fund FGBC will each be a “party to a reorganization” the reorganization within the meaning of Section 368(b) of the Code; (bii) no gain or loss will be recognized by the Acquired Fund in the Merger IBKC or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock FGBC as part of the Merger, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset of the Acquired Fund pursuant to the Merger regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (c) no gain or loss will be recognized by the Acquiring Fund in the Merger or upon the conversion of Acquired Fund Common Shares to shares of Acquiring Fund Common Stock as part result of the Merger; (diii) no gain or loss a shareholder of FGBC who receives IBKC Common Stock and cash in exchange for such shareholder’s shares of FGBC Common Stock generally will be recognized by recognize gain, but not loss, to the holders extent of the Acquired Fund Common Shares upon lesser of: (1) the conversion excess, if any, of their Acquired Fund Common Shares to shares (a) the sum of Acquiring Fund the aggregate fair market value of the IBKC Common Stock as part received (including any fractional share of IBKC Common Stock deemed to be received and exchanged for cash) and the Merger; amount of cash received (eincluding any cash received in lieu of a fractional share of IBKC Common Stock) over (b) the shareholder’s aggregate tax basis in the hands shares of the Acquiring Fund of the Acquired Fund assets transferred to the Acquiring Fund FGBC Common Stock exchanged in the Merger will be the same as the aggregate tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Merger, increased by ; and (2) the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund in the Mergercash received; (fiv) immediately after the Merger, the aggregate tax basis of the Acquiring Fund IBKC Common Stock received by each holder a shareholder of Acquired Fund FGBC who exchanges such shareholder’s FGBC Common Shares Stock in the Merger will be equal to the such shareholder’s aggregate tax basis in the shares of FGBC Common Stock being exchanged, reduced by any amount allocable to a fractioned share interest of IBKC Common Stock for which cash is received and by the Acquired Fund Common Shares owned amount of any cash consideration received, and increased by the amount of taxable gain, if any recognized by such stockholder immediately prior to shareholder in the Merger;; and (gv) the holding period for Acquiring Fund of the shares of IBKC Common Stock received by each holder of Acquired Fund Common Shares in the Merger will be determined by including include the period for during which he or she held Acquired Fund the shares of FGBC Common Shares converted pursuant to the MergerStock surrendered in exchange therefore were held, provided that such shares of Acquired Fund FGBC Common Stock were held as capital assets at the time of the Merger; (h) the Acquiring Fund’s holding period with respect to the Acquired Fund’s assets transferred as part of the Merger, other than assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for assets (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset); and (i) the taxable year of the Acquired Fund will not end as a result of the Merger. The delivery of such opinion is conditioned upon the receipt by Xxxxxx, Xxxxx & Bockius LLP of representations it shall request of the Acquiring Fund and the Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this paragraph 5.4Effective Date.