Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for Taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes Taxes of the US Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against set forth on Schedule 6.9, neither the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of Except as would not reasonably be expected to result, individually or in the US aggregate, in a Material Adverse Effect, (i) the Lead Borrower and its each of Holdings’ Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalTax returns, statestatements, provincial, local forms and other material tax returns reports for Taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided the income, properties or operations of, the Lead Borrower and/or any of Holdings’ Subsidiaries, (ii) the Returns accurately reflect liability for on the books Taxes of the US Lead Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Holdings’ Subsidiaries for the periods covered thereby, and (iii) and the Lead Borrower and each of Holdings’ Subsidiaries have paid all Taxes payable by them (including in the capacity of withholding agent), other than those that are being Properly Contested. There is no ongoing action, suit, proceeding, investigation, audit or examination claim now pending or, to the best knowledge of the Lead Borrower or other investigation any of Holdings’ Subsidiaries, threatened in writing by any Governmental Authority authority regarding any Taxes relating to the Lead Borrower or any of the tax liability Holdings’ Subsidiaries, which, if determined adversely to Holdings or any of the US Borrower and its Subsidiaries in each caseSubsidiaries, except as could not reasonably be expected to have result, individually or in the aggregate, in a liability Material Adverse Effect. As of the Closing Date, neither the Lead Borrower nor any of Holdings’ Subsidiaries has entered into an agreement or waiver that is still in excess effect or been requested in writing to enter into an agreement or waiver extending any statute of $5,000,000. No Governmental Authority has asserted any Lien limitations relating to the payment or other claim against collection of Taxes of the US Lead Borrower or any Subsidiary thereof of Holdings’ Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Lead Borrower or any of Holdings’ Subsidiaries not to be subject to the normally applicable statute of limitations with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books a material amount of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeTax.

Tax Returns and Payments. Each of the US The Borrower and each of its Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries as a whole for the periods covered thereby. There is no ongoing audit or examination or The Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have result in a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against Except as set forth on Schedule XII, neither the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed (taking into account applicable extensions of time to file) with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, domestic and foreign (the "Returns") required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with generally accepted accounting principles. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Initial Borrowing Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or Each of Holdings and each of its Subsidiaries have paid all material taxes and assessments payable by them, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for as a reserve on the financial statements of the tax liability of the US Borrower Holdings and its Subsidiaries in each caseaccordance with generally accepted accounting principles. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Holdings or any Subsidiary thereof with respect of its Subsidiaries, threatened in writing by any authority regarding any taxes relating to unpaid taxes which has not been discharged, resolved Holdings or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Initial Borrowing Date, neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver that is still in respect effect or been requested in writing to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations with respect to a material amount of Tax. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each The Borrower and each of its Restricted Subsidiaries has filed all Federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all Federal taxes and assessments shown to be due on such returns and all other material taxes and assessments, domestic and foreign, in each case payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Restricted Subsidiaries has duly filed or caused to be filed in accordance with GAAP. The Borrower and each of its Restricted Subsidiaries have at all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has times paid, or made have provided adequate provision reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, statestate and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date, provincial, local and other except to the extent that the failure to make such payments or provide such reserves would not have a material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for adverse effect on the books condition (financial or otherwise), operations, assets, liabilities or prospects of the US Borrower and its Restricted Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered therebytaken as a whole. There is no ongoing action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Restricted Subsidiaries, except to the extent that any such action, proceeding, investigation, audit or examination claim would not have a material adverse effect on the condition (financial or other investigation by any Governmental Authority otherwise), operations, assets, liabilities or prospects of the tax liability of the US Borrower and its Restricted Subsidiaries in each case, except taken as could not reasonably be expected a whole. Neither the Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to have a liability in excess enter into an agreement or waiver extending any statute of $5,000,000. No Governmental Authority has asserted any Lien limitations relating to the payment or other claim against collection of taxes of the US Borrower or any Subsidiary thereof with respect of its Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Restricted Subsidiaries not to unpaid taxes which has be subject to the normally applicable statute of limitations, except to the extent that any such agreement, wavier, request or circumstance would not been discharged, resolved or adequately reserved for have a material adverse effect on the books condition (financial or otherwise), operations, assets, liabilities or prospects of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Restricted Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madetaken as a whole.

Tax Returns and Payments. Each of the US Borrower Magellan and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP the income, properties or operations of, Magellan and/or any of its Subsidiaries, except where the failure to timely file or cause to be timely filed such Returns could not reasonably be expected to have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists)a Material Adverse Effect. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Magellan and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as where the failure to accurately reflect a liability for taxes could not reasonably be expected to have a liability Material Adverse Effect. Each of Magellan and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than (i) those for which the failure to pay could not reasonably be expected to have a Material Adverse Effect and (ii) those being contested in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or good faith and adequately reserved disclosed and fully provided for on the books financial statements of Magellan and its Subsidiaries in accordance with generally accepted accounting principles. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the US Borrower and best knowledge of Magellan, threatened by any authority regarding any material taxes relating to Magellan or any of its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower Effective Date and except as set forth on Schedule X, neither Magellan nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Magellan or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Magellan or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madelimitations.

Tax Returns and Payments. Each Holdings and each of the US Borrower and its Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries as a whole for the periods covered thereby. There is no ongoing audit or examination or Holdings and each of its Subsidiaries have paid all taxes and assessments payable by them, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Parent and its Subsidiaries in each caseaccordance with GAAP. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of Holdings and its Subsidiaries, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have result in a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been dischargedExcept as set forth on Schedule IV, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and neither Holdings nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. None of the Borrower’s Subsidiaries at the date hereof is required to file any U.S. federal income tax returns. Each of the US Borrower and its Subsidiaries has duly timely filed or caused with the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries as a whole for the periods covered thereby. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of all taxes payable by them. There is no ongoing audit material action, suit, proceeding, investigation, audit, or examination or other investigation by any Governmental Authority claim now pending or, to the knowledge of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect of its Subsidiaries, threatened by any authority regarding any taxes relating to unpaid taxes which has not been discharged, resolved the Borrower or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Neither the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with any transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Pension Contributions. Borrower and each of its Subsidiaries has duly filed or caused to be timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, provincialand local taxes, local assessments, deposits and other material tax returns required contributions owed by Applicable Law Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to be filedtaxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and has paidany material development in, the proceedings, and (c) posts bonds or made adequate provision takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for the payment ofany of Borrower’s or such Subsidiaries’, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets prior tax years which are could result in additional taxes becoming due and payable (by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and event with respect to to, any such plan which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a result in any liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on including any liability to the books of the US Borrower and Pension Benefit Guaranty Corporation or its successors or any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeGovernmental Authority.

Tax Returns and Payments. Each Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) the Borrower, Holdings and each of the US Borrower and its their respective Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority all federalTax returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filedfiled by, or with respect to the income, properties or operations of, the Borrower, Holdings and/or any of their respective Subsidiaries, (ii) the Returns accurately reflect in all material respects all liability for Taxes of the Borrower, Holdings and their respective Subsidiaries for the periods covered thereby, and (iii) each of the Borrower, Holdings and each of their respective Subsidiaries has paidpaid all Taxes payable by it (including in its capacity as withholding agent), or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently those that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been fully provided for as a reserve on the books financial statements of the US Borrower Borrower, Holdings and its their respective Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered therebyaccordance with U.S. GAAP. There is no ongoing material action, suit, proceeding, investigation, audit or examination claim now pending or, to the best knowledge of the Borrower, Holdings or any of their respective Subsidiaries, threatened in writing by any authority regarding any Taxes relating to the Borrower, Holdings or any of their respective Subsidiaries. As of the Closing Date, none of the Borrower, Holdings or any of their respective Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower, Holdings or any of their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation by any Governmental Authority taxable periods of the tax liability of the US Borrower and its Subsidiaries in each caseBorrower, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Holdings or any Subsidiary thereof of their respective Subsidiaries not to be subject to the normally applicable statute of limitations with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books a material amount of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeTax.

Tax Returns and Payments. Each As of the US Borrower and its Subsidiaries Agreement Date, the Company has duly timely filed (or caused to be filed filed) all federaltax returns and reports as required by Law, state, provincial, local except where the failure to timely file such tax returns or reports would not materially impact the Company. These returns and reports are true and correct in all material respects. The Company has timely paid (or caused to be paid) all material taxes and other material assessments due. No unresolved claim has been made in writing by any tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for authority in a jurisdiction where any of the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it Company and its property, income, profits and assets which Subsidiaries does not make any tax filings that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no material liens for taxes (other than taxes not yet due and payable (other than any amount the validity of which is currently or taxes being contested in good faith by appropriate for which there is adequate reserve on the financial statements) upon the assets of the Company or any of its Subsidiaries. The Company has not elected pursuant to the Code to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a Material Adverse Effect. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. No tax audits or administrative or judicial proceedings and are pending or being conducted in any jurisdiction with respect to which adequate reserves in conformity with GAAP have been provided for on the books Company and its Subsidiaries. None of the US Borrower Company and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing has received any (i) written notice from any jurisdiction indicating an intent to open an audit or examination other review, (ii) request for information relating to tax matters, notice of deficiency or other investigation proposed adjustment relating any tax, or (iii) notice of deficiency or proposed adjustment for any tax proposed, asserted or assessed by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each casetaxing authority, except as could would not reasonably be expected to have adversely affect the Company in a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madematerial respect.

Tax Returns and Payments. Each of the US Borrower Parent and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, statements, forms and reports for taxes, domestic and foreign (the "Returns") required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP the income, properties or operations of, Parent and/or any of its Subsidiaries, except to the extent failure to make such filings could not reasonably be expected to have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists)a Material Adverse Effect. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or Each of Parent and each of its Subsidiaries has paid all taxes and assessments payable, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Parent and its Subsidiaries in each caseaccordance with GAAP, except as to the extent failure to make such payment could not reasonably be expected to have a liability in excess Material Adverse Effect. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Parent or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and threatened by any authority regarding any taxes relating to Parent or any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and which could reasonably be expected to have a Material Adverse Effect. Neither Parent nor any of its Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes of Parent or assessments for any of such years beyond those for its Subsidiaries which such reserves could reasonably be expected to have been madea Material Adverse Effect.

Tax Returns and Payments. Each of the US Borrower Company and each of its Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of each of the US Borrower Company and its Subsidiaries and no Lien exists)Subsidiaries, as the case may be. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Company and its Subsidiaries as a whole for the periods covered thereby. Each of the Company and its Subsidiaries have paid all material taxes payable by them (including in its capacity as withholding agent) which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles and which would not individually or in the aggregate cause a Material Adverse Effect. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending regarding any material taxes relating to the Company or other investigation by any Governmental Authority of its Subsidiaries. As of the Restatement Effective Date, neither the Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the US Borrower and Company or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business). The Company and each caseof its Subsidiaries have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Neither the Company nor any of its Subsidiaries have ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien to, individually or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequateaggregate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been maderesult in a Material Adverse Effect.

Tax Returns and Payments. Each (a) All payments which a Credit Party is liable to make under the Credit Documents to which it is a party can properly be made without deduction or withholding for or on account of any Tax payable under any law of any relevant jurisdiction applicable as of the US Borrower Closing Date. (b) The Parent and each of its Subsidiaries has duly timely filed or caused with the appropriate taxing authorities all material U.S. federal income tax returns, statements, forms and reports for taxes and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Parent and/or any of its Subsidiaries and no Lien exists(the “Returns”). Such returns All such Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on all such Returns and all other material U.S. federal, state and non-U.S. taxes that have become due and payable. (c) There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of the Parent or other investigation any of its Subsidiaries, threatened by any Governmental Authority authority regarding any Taxes relating to the Parent or any of its Subsidiaries. (d) As of the tax liability of Closing Date, neither the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and Parent nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Borrower and Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. (e) Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the judgment meaning of Section 6011 of the Borrowers adequate, and Code or (ii) has any actual or potential liability for the Borrowers do not anticipate taxes of any additional taxes Person (other than the Parent or assessments for any of such years beyond those for which such reserves have been madeits present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

Tax Returns and Payments. Each Except as set forth on Schedule VI, each of the US Borrower Parent and its Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority, all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Parent and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries as a whole for the periods covered thereby. Each of the Parent and each of its Subsidiaries have paid all material taxes (including, without limitation, all federal payroll withholding taxes) payable by them which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of the Parent or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Parent or any of its Subsidiaries. Except as set forth on Schedule VI, as of the Third Restatement Effective Date, neither the Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation by any Governmental Authority taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. None of the Parent or any of its Subsidiaries has incurred, or will incur, any material tax liability of in connection with the US Borrower and its Subsidiaries in each caseTransaction or any other transactions contemplated hereby. In addition, except as nothing set forth on Schedule XI hereto has had, or could not reasonably be expected to have have, individually or in the aggregate, a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for material adverse effect on the books performance, business, assets, nature of assets, liabilities, properties, operations, condition (financial or otherwise) or prospects of the US Borrower Parent and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madetaken as a whole.

Tax Returns and Payments. Each of the US Borrower and its Restricted Subsidiaries has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than prior to any amount the validity of which is currently delinquency, except those being contested in good faith by appropriate proceedings diligently conducted and with respect to for which adequate reserves have been established in conformity accordance with GAAP have been provided and, except for on failures to file or pay as could not, either individually or in the books of the US Borrower and its Subsidiaries and no Lien exists)aggregate, reasonably be expected to result in a Material Adverse Effect. Such returns accurately reflect in all material respects all liability material liabilities for taxes of the US Borrower and its Restricted Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000Restricted Subsidiaries. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Restricted Subsidiary thereof with respect to unpaid taxes which that has not been dischargeddischarged or resolved other than Permitted Liens and claims that could not, resolved either individually or adequately reserved for on in the books of the US Borrower and its Subsidiariesaggregate, reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the US Borrower and any of its Restricted Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Restricted Subsidiaries are in the judgment of the Borrowers Borrower adequate, and the Borrowers do Borrower does not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeyears.

Tax Returns and Payments. Each of Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the US Lead Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalTax returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filedfiled by, or with respect to the income, properties or operations of, the Lead Borrower and/or any of its Subsidiaries, (ii) the Returns accurately reflect in all material respects all liability for Taxes of the Lead Borrower and its Subsidiaries for the periods covered thereby, and has paid(iii) the Lead Borrower and each of its Subsidiaries have paid all Taxes payable by them, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently those that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been fully provided for as a reserve on the books financial statements of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Lead Borrower and its Subsidiaries in each caseaccordance with U.S. GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Lead Borrower or any Subsidiary thereof with respect of its Subsidiaries, threatened in writing by any authority regarding any Taxes relating to unpaid taxes which has not been discharged, resolved the Lead Borrower or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Closing Date, neither the Lead Borrower and nor any of its Subsidiaries has entered into an agreement or waiver that is still in respect effect or been requested in writing to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Lead Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Lead Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any limitations with respect to a material amount of such years beyond those for which such reserves have been madeTax.

Tax Returns and Payments. Each of The Borrowers and their Subsidiaries have timely filed with the US Borrower and its Subsidiaries has duly filed appropriate taxing authority, or have caused to be filed with the appropriate taxing authority, all federalreturns, statestatements, provincialforms, local and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and its Borrowers and/or any of their Subsidiaries and no Lien exists)except for such filings listed on Schedule 6.5(a) of the Perfection Certificate as to which the Borrowers have properly requested an extension of time. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Borrowers and its their Subsidiaries as a whole for the periods covered thereby. There The Borrowers and their Subsidiaries have paid all taxes payable by them other than those contested in good faith and adequately disclosed for which adequate reserves have been established in accordance with GAAP. Except as set forth on Schedule 6.5(b) of the Perfection Certificate, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the best knowledge of the Borrowers and their Subsidiaries, threatened by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted against any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and their Subsidiaries regarding any taxes. Neither the Borrowers do not anticipate any additional taxes or assessments for nor any of such their Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrowers and their Subsidiaries, or are aware of any circumstances that would cause the taxable years beyond those for which such reserves have been madeor other taxable periods of the Borrowers or any of their Subsidiaries not to be subject to the normally applicable statute of limitations. None of the Borrowers or any of their Subsidiaries has incurred, or will incur, any material tax liability in connection with all of the transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrowers or any of their Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

Tax Returns and Payments. Each Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) the Borrower, the MLP and each of the US Borrower and its their respective Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority all federalTax returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filedfiled by, or with respect to the income, properties or operations of, the Borrower, the MLP and/or any of their respective Subsidiaries, (ii) the Returns accurately reflect all liability for Taxes of the Borrower, the MLP and their respective Subsidiaries for the periods covered thereby, and (iii) each of the Borrower, the MLP and each of their respective Subsidiaries has paidpaid all Taxes payable by it (including in its capacity as withholding agent), or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently those that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been fully provided for as a reserve on the books financial statements of the US Borrower Borrower, the MLP and its their respective Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered therebyaccordance with U.S. GAAP. There is no ongoing material action, suit, proceeding, investigation, audit or examination claim now pending or, to the best knowledge of the Borrower, the MLP or any of their respective Subsidiaries, threatened in writing by any authority regarding any Taxes relating to the Borrower, the MLP or any of their respective Subsidiaries. As of the Closing Date, none of the Borrower, the MLP or any of their respective Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower, the MLP or any of their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation by any Governmental Authority taxable periods of the tax liability of Borrower, the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower MLP or any Subsidiary thereof of their respective Subsidiaries not to be subject to the normally applicable statute of limitations with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books a material amount of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeTax.

Tax Returns and Payments. (i) The Company and each of the Selling Parties have filed when due with the appropriate Governmental Entities all Returns with respect to the Company and the Seller Parties required to be filed thereby, each of which was correctly completed and accurately reflected any liability for Taxes covered by such Return. Each of the US Borrower Seller Parties and its Subsidiaries has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are Company have paid when due and payable (other than any amount all Taxes and related interest and penalties owed by such Seller Parties and the validity of which is currently being contested in good faith by appropriate proceedings Company and with respect related to which adequate reserves in conformity with GAAP Company income or losses. The Company has withheld all Taxes required to be held under applicable Law, and such withholdings have been provided paid to the proper Governmental Entity or set aside in accounts for on such purpose or accrued, reserved against and entered upon the books of the US Borrower and its Subsidiaries and Company. There are no Lien exists)Encumbrances on the Units or Company assets for unpaid Taxes, other than Permitted Encumbrances. (ii) No deficiency for any Taxes has been asserted against the Company or any Seller Party. Such returns accurately reflect in all material respects all liability for taxes No waiver, extension or comparable consent given by the Company or any Seller Party regarding the application of the US Borrower and its Subsidiaries statute of limitations with respect to any Taxes or any Return is outstanding, nor is any request for the periods covered thereby. any such waiver or consent pending. (iii) There is has been no ongoing Tax audit or examination other Litigation with regard to any Seller Party or Company Taxes or any Return for any Tax year subsequent to the year ended December 31, 2006, nor is any such Tax audit or other investigation proceeding pending, nor has there been any notice to any Seller Party or the Company by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted Entity regarding any Lien such Tax audit or other claim against proceeding, or, to the US Borrower Seller Parties’ Knowledge, is any such Tax audit or other proceeding threatened with regard to any Subsidiary thereof such Taxes or Returns. There are no outstanding subpoenas or requests for information with respect to unpaid taxes any of the Returns of any Seller Party or the Company. There are no unresolved questions, claims or disputes concerning the liability of any Seller Party or the Company for Taxes. (iv) The Company has no liability for Taxes in a jurisdiction where it does not file a Return, nor has the Company received notice from a taxing authority in such a jurisdiction that it is or may be subject to taxation by that jurisdiction. (v) The Company is not required to include in income any adjustment under either Section 481(a) or Section 482 of the Code (or an analogous provision of Law) by reason of a voluntary change in accounting method or otherwise, and the IRS has not proposed any such adjustment or change in accounting method. (vi) All transactions that could give rise to an underpayment of Taxes (within the meaning of Section 6662 of the Code) were reported by the Company in a manner for which there is substantial authority or were adequately disclosed on the Returns as required in accordance with Section 6662(d)(2)(B) of the Code. (vii) The Company is not a party to any Tax allocation or sharing agreement. (viii) The Company (A) has not been dischargeda member of an affiliated group filing a consolidated Return and (B) has no liability for the Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), resolved as a transferee or adequately reserved successor, by Contract, or otherwise. (ix) The Company does not constitute a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for Tax-free treatment under Section 355 of the Code (A) that took place during the two (2) year period ending on the books date of this Agreement or (B) that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Code) in conjunction with the books purchase of the US Borrower and Units. (x) The Company is not a party to any Contract that would result, separately or in the aggregate, in the payment of its Subsidiaries in respect any “excess parachute payments” within the meaning of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization Section 280G of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequateCode, and the Borrowers do consummation of the Transactions will not anticipate be a factor causing payments to be made by the Company that are not deductible (in whole or in part) as a result of the application of Section 280G of the Code. (xi) Neither the Company nor any additional taxes Tax Affiliate has engaged in any transaction that is subject to disclosure under present or assessments for any former Treasury Regulations Sections 1.6011-4 or 1.6011-4T, as applicable. (xii) The Company validly elected to be taxed as an S corporation within the meaning of Code Sections 1361 and 1362 beginning with or before the Company’s 1992 Tax year, and such years beyond those for which election is now and at all times since such reserves have initial election has been madevalid and in effect.

Tax Returns and Payments. Each of (a) Except as set forth on Schedule 3.14, the US Borrower and its Subsidiaries Company has duly filed or caused to be filed all federal, state, provincial, local Tax Returns which it is required to file under applicable laws and other material tax returns required by Applicable Law to be filed, regulations; all such Tax Returns are complete and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect correct in all material respects and have been prepared in compliance with all liability for taxes of applicable laws and regulations in all material respects; the US Borrower Company in all material respects has paid all Taxes due and its Subsidiaries for owing by it (whether or not such Taxes are required to be shown on a Tax Return) and has withheld and paid over to the periods covered thereby. There appropriate taxing authority all Taxes which it is no ongoing audit required to withhold from amounts paid or examination owing to any employee, stockholder, creditor or other investigation by third party; the Company has not waived any Governmental Authority statute of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof limitations with respect to unpaid taxes any material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company if its current tax year was treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company has not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been discharged, resolved or adequately reserved for filed by the Company is not expected to exceed the recorded liability therefor on the books Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted, or to the Company's knowledge, threatened, with respect to the Company, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority and no written notice indicating an intent to open an audit or other review has been received by the Company from any foreign, federal, state or local taxing authority; and there are no material unresolved questions or claims concerning the Company's Tax liability. (b) The Company has not made an election under Section 341(f) of the US Borrower and its SubsidiariesInternal Revenue Code of 1986, as amended (the "IRC"). The chargesCompany is not a party to any tax sharing or similar agreement. The Company has disclosed on its federal income Tax Returns any position taken for which substantial authority (within the meaning of IRC Section 6662(d)(2)(B)(i)) did not exist at the time the return was filed. The Company has not made any payments, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequateis not obligated to make payments, and the Borrowers do is not anticipate a party to any additional taxes or assessments for agreement that could obligate it to make any of such years beyond those for which such reserves have been made.payments that would not be deductible under IRC Section 280G.

Tax Returns and Payments. Each Holding, the Borrower and each of the US Borrower and its ------------------------ Borrower's Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority, all federal, state, provincial, local federal returns and all other material tax returns returns, domestic and foreign statements, forms and reports for taxes required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of Holding, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Borrower's Subsidiaries. Such returns accurately reflect in all material respects all liability for taxes of Holding, the US Borrower and its the Borrower's Subsidiaries for the periods covered thereby. There Holding, the Borrower and each of the Borrower's Subsidiaries has paid all material taxes payable by it other than taxes which are not established, and other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. Except as provided in Schedule VIII, there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of Holding or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Holding, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of the Borrower's Subsidiaries. Except as provided in Schedule VIII, as of the Restatement Effective Date, neither Holding, the Borrower nor any of the Borrower's Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holding, the Borrower or any of the Borrower's Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holding, the Borrower or any of the Borrower's Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holding, the Borrower or any of the Borrower's Subsidiaries have provided, with respect to unpaid taxes which has not been dischargedthemselves or property held by them, resolved or adequately reserved for on the books any consent under Section 341 of the US Code. Neither Holding, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books nor any of the US Borrower and Borrower's Subsidiaries has incurred, or will incur, any of its Subsidiaries in material tax liability with respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since to the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of Except as would, individually or in the US Borrower and its Subsidiaries has duly filed or caused to be filed all federalaggregate, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess Material Adverse Effect, each of $5,000,000. No Governmental Authority the Borrower and each of its Subsidiaries has asserted any Lien timely filed or other claim against caused to be timely filed with the US Borrower appropriate taxing authority all Federal, state, foreign and local returns, statements, forms and reports for taxes (the “Returns”) required to be filed by, or any Subsidiary thereof with respect to unpaid the income, properties or operations of, the Borrower and/or any of its Subsidiaries; the Returns accurately reflect all liability for taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves as applicable, for the periods covered thereby; except as set forth on the books Schedule 6.09, each of the US Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP; there is no action, suit, proceeding, investigation, audit or claim now pending or threatened (in writing) by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries; as of the Closing Date, neither the Borrower nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations; and neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate business) or any additional taxes tax liability resulting from indemnification (or assessments for any of such years beyond those for which such reserves have been madeyield protection provisions) under this Agreement).

Tax Returns and Payments. Each (a) Buyer shall, at Seller's request, cause the Company to consent to join, for all taxable periods of the US Borrower Company ending on or before the Closing Date for which the Company is eligible to do so, in any consolidated or combined federal, state, local or foreign income Tax Returns with Seller. Seller shall cause to be prepared and its Subsidiaries has duly filed all such consolidated or combined income Tax Returns. Buyer agrees to cooperate with Seller in the preparation of the portions of such income Tax Returns pertaining to the Company, and hereby agrees to take no position inconsistent with the Company's being a member of the consolidated or combined group of which Seller is a member for all such periods. Seller shall timely pay all income taxes to which such income Tax Returns relate for all periods covered thereby. (b) Seller shall cause to be prepared and Buyer shall cause to be timely filed all required state, local and foreign Tax Returns of the Company (other than those caused to be filed by Seller pursuant to Section 12.1(a)) for any period which ends on or before the Closing Date, for which Tax Returns have not been filed as of the Closing Date. Buyer shall be responsible for preparing and filing all Tax Returns required to be filed by or on behalf of TPC or the Partnership for taxable periods ending after the Closing Date. All such returns for periods ending on or prior to, or which include, the Closing Date shall be prepared on a basis that is consistent with the manner in which Seller prepared or filed such Tax Returns for prior periods. (i) Seller shall indemnify and hold harmless Buyer, TPC, the Partnership and their respective Affiliates, successors and assigns and the employees, directors, officers and agents of each with respect to any and all Taxes that may be imposed on Buyer, TPC 41 or the Partnership or in respect of their business or assets (A) with respect to any taxable period of TPC, the Partnership or any Affiliated Group ending on or prior to the Closing Date or allocated to Seller pursuant to subparagraph (ii) of this Section 12.1(c) (the "Pre-Closing Taxes"), (B) to the extent such Taxes arise as a result of a breach or inaccuracy of any representation contained in Section 4.18, and (C) under Treasury Regulation ss.1.1502-6 or any comparable state, local or foreign tax provision. (ii) If, for any United States federal, state, provinciallocal or foreign tax purposes, local and other material tax returns required by Applicable Law to be filedthe taxable period of the Company does not terminate on the Closing Date, Taxes, if any, and has paidpartnership tax items attributable to any taxable period of TPC or the Partnership that includes (but does not end on) the Closing Date (each such period, or made adequate provision a "Straddle Period") shall be allocated to (A) Seller for the payment ofperiod up to and including the Closing Date, all federaland (B) Buyer for the period subsequent to the Closing Date. For purposes of the preceding sentence, stateTaxes for the period up to and including the Closing Date and for the period subsequent to the Closing Date shall be determined on the basis of an interim closing of the books as of the close of business on the Closing Date as if such taxable period consisted of one taxable period ending on and including the Closing Date followed by a taxable period beginning on the day following the Closing Date or under such other reasonable method as the parties may agree. For purposes of this subparagraph (ii), provincialexemptions, local and other material taxesallowances or deductions that are calculated on an annual basis, assessments and governmental charges or levies upon it and its propertysuch as the deduction for depreciation, incomeshall be apportioned on a daily basis. In addition, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and Texas franchise tax determined with respect to which adequate reserves in conformity with GAAP have been provided for on capital or income of TPC, Seller or the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the Partnership (i) during 1999 shall be considered a tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been dischargedthe period from January 1, resolved or adequately reserved 1999, to December 31, 1999, for purposes of this Agreement, and (ii) during 2000 shall be considered a tax with respect to the period from January 1, 2000, to December 31, 2000, for the purposes of this Agreement. (d) With respect to any Tax Return required to be filed by Buyer pursuant to Section 12.1(b) for a Straddle Period, Buyer shall provide Seller with copies of such completed Tax Return and a statement setting forth the amount of Tax shown on such Tax Return that is allocable to Seller pursuant to Section 12.1(c)(ii) (the "Statement") at least 15 business days prior to the due date for the filing of such Tax Return. Not later than five days before the due date for payment of Taxes with respect to such Tax Return, Seller shall pay to Buyer an amount equal to the Taxes shown on the books Statement as being allocable to Seller. In addition, if the Pre-Closing Taxes with respect to a Straddle Period, calculated in accordance with Section 12. 1(c), are less than the Tax payments made on or before the Closing Date by the Company with respect to such Straddle Period Buyer shall cause the Company to pay over to Seller the excess of such Tax payments over such Pre-Closing Taxes concurrently with the filing of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Tax Return for the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeStraddle Period.

Tax Returns and Payments. Each of the US The Borrower and its Subsidiaries each Subsidiary thereof has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien existsBorrower), except where the failure to file such tax returns or pay such taxes could not reasonably be expected to have a Material Adverse Effect. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries or any Subsidiary thereof for the periods covered thereby, except where the failure to accurately reflect such liability for taxes could not reasonably be expected to have a Material Adverse Effect. There Except as set forth on Schedule 5.6, there is no material ongoing audit or examination or or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000or any Subsidiary thereof. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, discharged or resolved or adequately reserved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries(b) any Permitted Lien). The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries each Subsidiary thereof in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries Subsidiary thereof are in the judgment of MHGCI and the Borrowers Borrower adequate, and the Borrowers do Borrower does not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeyears.

Tax Returns and Payments. Each Parent and each of its Subsidiaries have filed all Tax returns and reports (including information returns and reports) as required by applicable Legal Requirement. These returns and reports are true and correct in all material respects. Parent and each of its Subsidiaries have paid all Taxes and other assessments due. Neither Parent nor any of the US Borrower Parent Subsidiaries has had any material Tax deficiency claimed or assessed against it by any governmental taxing authority and has not executed any waiver of any statute of limitations on the assessment or collection of any Tax. There are no ongoing or pending Tax audits by any taxing authority against Parent or any of its Subsidiaries. Parent and each of its Subsidiaries have withheld or collected from each payment made to each of its employees, contractors, consultants, and other third parties the amount of all Taxes required to be withheld or collected therefrom under applicable Legal Requirement and have paid the same to the proper taxing authorities or authorized depositories. None of Parent’s or any of the Parent Subsidiaries’ income tax returns and none of their U.S. state or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Neither Parent nor any of its Subsidiaries has duly filed incurred any taxes, assessments or caused to be filed all federal, state, provincial, local governmental charges other than in the ordinary course of business and other material tax returns required by Applicable Law to be filed, Parent and has paid, or each of its Subsidiaries have made adequate provision provisions on their books of account for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower their businesses, properties and its Subsidiaries and no Lien exists)operations. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and Neither Parent nor any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization has elected to be treated as an S corporation or made an election pursuant to Section 341(f) of the US Borrower and Code, nor made any other election pursuant to the Code which would have a material effect on Parent, any of its Subsidiaries are in Subsidiaries, their respective financial conditions, their businesses as presently conducted or proposed to be conducted or their properties or material assets. Neither the judgment Parent nor any Subsidiary: (i) is or has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Borrowers adequate, and Code during the Borrowers do not anticipate any additional taxes applicable period specified in Section 897(c)(1)(A)(ii) of the Code; or assessments for any (ii) has made the election provided under section 897(i) of such years beyond those for which such reserves have been madethe Code.

Tax Returns and Payments. Each Holdings and each of the US Borrower and its Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries as a whole for the periods covered thereby. There is no ongoing audit or examination or Holdings and each of its Subsidiaries have paid all taxes and assessments payable by them, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Holdings and its Subsidiaries in each caseaccordance with NOR-GAAP. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of Holdings and its Subsidiaries, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have result in a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been dischargedExcept as set forth on Schedule VI, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and neither Holdings nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Pension Contributions. Borrower and each of its Subsidiaries has duly filed or caused to be timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, provincialand local taxes, local assessments, deposits and other material tax returns required contributions owed by Applicable Law Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to be filedtaxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and has paidany material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in excess of One Hundred Thousand Dollars ($100,000.00) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or made adequate provision for permitted the payment ofoccurrence of any other event with respect to, all any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. For purposes of this Section 5.8, “foreign, federal, state, provincialand local tax, local assessments, deposits and other material taxescontributions” shall mean foreign, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincialand local taxes, local assessments, deposits and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are contributions exceeding in the judgment of the Borrowers adequate, and the Borrowers do not anticipate aggregate One Hundred Thousand Dollars ($100,000.00) in any additional taxes or assessments for any of such years beyond those for which such reserves have been madefiscal year.

Tax Returns and Payments. Each of the US U.S. Borrower and each of its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federalFederal, state, provincial, local material state and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US U.S. Borrower and and/or its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all material liability for taxes of the US U.S. Borrower and its Subsidiaries for the periods covered therebythereby except for amounts for which adequate reserves have been established in accordance with GAAP. Each of the U.S. Borrower and each of its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent, and other than those that have been or would be contested in good faith if asserted by the appropriate taxing authority and for which adequate reserves have been established in accordance with GAAP. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the best knowledge of each Borrower, threatened by any Governmental Authority authority regarding any taxes relating to the U.S. Borrower or any of its Subsidiaries which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the tax liability Effective Date, the U.S. Borrower and each of its Subsidiaries have properly accrued adequate reserves in accordance with GAAP for any amount of taxes in dispute for a Return which is the subject of any waiver extending the statute of limitations relating to the payment or collection of taxes of the US U.S. Borrower or any of its Subsidiaries. Notwithstanding the foregoing, to the extent any of the foregoing representations and warranties relate to any Returns or liabilities or taxes of Subsidiaries to be acquired in the Starwood Acquisition, in lieu of the foregoing representations, either (a) such representations and warranties are true and correct or (b) (i) the Starwood Tax Indemnity Agreement remains in full force and effect, and (ii) the indemnitors thereunder are capable of and are performing their obligations thereunder, or, in the case that such indemnitors are not performing such obligations, the U.S. Borrower or its Subsidiaries in each caseSubsidiaries, except as applicable, have adequate remedies for such non-performance under the Starwood Tax Indemnity Agreement and are diligently pursuing such remedies by appropriate proceedings and the failure of the indemnitors to be currently performing such obligations could not reasonably be expected to have a liability material adverse change in excess any of $5,000,000. No Governmental Authority has asserted any Lien (i) the legality, validity or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books enforceability of the US Borrower and its Subsidiaries. The chargesCredit Documents taken as a whole, accruals and reserves on (ii) the books ability of the US U.S. Borrower to repay the Obligations, or (iii) the rights and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization remedies of the US Borrower and any of its Subsidiaries are in Lenders or the judgment of Agents under the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeCredit Documents.

Tax Returns and Payments. Each of the US U.S. Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for Taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books U.S. Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes Taxes of the US U.S. Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability U.S. Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US U.S. Borrower and its Subsidiaries in each caseaccordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the U.S. Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the U.S. Borrower or any of its Subsidiaries. As of the Closing Date, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against set forth on Schedule 6.9, neither the US U.S. Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US U.S. Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the U.S. Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the U.S. Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower Parent and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Parent and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or Each of Parent and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other investigation by any Governmental Authority than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Parent and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Parent or any Subsidiary thereof with respect of its Subsidiaries, threatened by any authority regarding any taxes relating to unpaid taxes which has not been discharged, resolved Parent or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Funding Date, neither Parent nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Parent or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Parent or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither Parent nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Parent or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of Communications, the US Borrower and its each of their respective Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority, all federal, state, provincial, local material returns and other material tax returns statements, forms and reports for taxes required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of Communications, the US Borrower and its Subsidiaries and no Lien exists)and/or any of their respective Subsidiaries. Such returns accurately reflect in all material respects all liability for material taxes of Communications, the US Borrower and its their respective Subsidiaries for the periods covered thereby. There Each of Communications, the Borrower and their respective Subsidiaries has paid all material taxes payable by it other than taxes which are not yet due and payable, and other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. Except as provided in Schedule V, there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of Communications or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Communications, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of their respective Subsidiaries. Except as provided in Schedule V, as of the Closing Date, none of Communications, the Borrower or any of their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of Communications, the Borrower or any of their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Communications, the Borrower or any of their respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Communications, the Borrower or any of their respective Subsidiaries have provided, with respect to unpaid taxes which has not been dischargedthemselves or property held by them, resolved or adequately reserved for on the books any consent under Section 341 of the US Code. None of Communications, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and or any of its their respective Subsidiaries in has incurred, or will incur, any material tax liability with respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since to the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed (in each case giving effect to all federal, state, provincial, local applicable and permitted extensions) with the appropriate taxing authority all Federal and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any material taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Neither the books of the US Borrower and nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in respect of federalconnection with transactions contemplated in this Agreement, statethe Second Lien Credit Agreement, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization First Lien Notes Indenture or the Pulitzer Debt Agreement (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the US Borrower and or any of its Subsidiaries are arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower Company and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all federalFederal, state, provincial, local material state and other material tax returns returns, statements, forms and reports for Taxes (the "RETURNS") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Company and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes Taxes of the US Borrower Company and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority The Company and each of the tax liability of the US Borrower and its Subsidiaries have paid all material Taxes payable by them other than Taxes which are not due and payable, and other than those contested in each casegood faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and for which non-payment would not, except as could not individually or in the aggregate, reasonably be expected to have result in a liability in excess Material Adverse Effect. As of $5,000,000. No Governmental Authority has asserted the Closing Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Company, threatened by any Lien or other claim against authority regarding any material Taxes relating to the US Borrower Company or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Closing Date, neither the Company nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Borrower and Company or its Subsidiaries (except for the extension of time related to the income tax returns of the Company's Dutch Subsidiaries), or is aware of any circumstances that would cause the taxable years or other taxable periods of the Company or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for Company nor any of such years beyond those for which such reserves have been madeits Subsidiaries has incurred, or will incur, any material Tax liability in connection with the Transactions.

Tax Returns and Payments. Each Except as set forth on Schedule VI, each of the US Borrower and its Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority, all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries as a whole for the periods covered thereby. Each of the Borrower and each of its Subsidiaries have paid all material taxes (including, without limitation, all federal payroll withholding taxes) payable by them which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit material action, suit, proceeding, investigation, audit, or examination or other investigation by any Governmental Authority claim now pending or, to the best knowledge of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect of its Subsidiaries, threatened by any authority regarding any taxes relating to unpaid taxes which has not been discharged, resolved the Borrower or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The chargesExcept as set forth on Schedule VI, accruals and reserves on the books as of the US Restatement Effective Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequate, and Code. None of the Borrowers do not anticipate any additional taxes Borrower or assessments for any of such years beyond those for which such reserves have been madeits Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby.

Tax Returns and Payments. Holdings, the Borrower and each of ------------------------ their respective Subsidiaries are members of an affiliated group of corporations filing consolidated returns for Federal income tax purposes, of which Holdings is the "common parent" (within the meaning of Section 1504 of the Code) of such group. Each of Holdings, the US Borrower and its each of their respective Subsidiaries has duly have timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federal, state, provincial, local Federal and all material state and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for with ------- respect to the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than properties or operations of Holdings, the Borrower and/or any amount of their respective Subsidiaries. To the validity best knowledge of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on Holdings, the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns Returns accurately reflect in all material respects all liability for taxes of Holdings, the US Borrower and its their respective Subsidiaries for the periods covered thereby. There To the best knowledge of Holdings, each of Holdings, the Borrower and each of their respective Subsidiaries have paid all taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 7.05(a), there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of Holdings or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Holdings, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its their respective Subsidiaries. The charges, accruals and reserves on the books of the US Borrower Holding and any of its Subsidiaries in respect of federal, state, provincial, local taxes and other taxes for all Fiscal Years governmental charges are, in the opinion of Holdings and portions thereof since the organization Borrower, adequate. As of the US Effective Date, none of Holdings, the Borrower and or any of its their respective Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of taxes of Holdings, the Borrower or any of their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings, the Borrower or any of their respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings, the Borrower or any of their respective Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequateCode. None of Holdings, the Borrower or any of their respective Subsidiaries has incurred, or reasonably expect to incur, any material tax liability in connection with the Acquisition and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each (a) The Income Tax returns, reports and filings of Seller shall include all items of income, gain, loss, deduction or credit of the US Borrower Companies attributable to all Income Tax periods (or portions thereof) ending prior to the Closing Date (herein referred to as the "SELLER INCOME TAX PERIODS"); and, Seller shall be responsible for and its Subsidiaries has duly filed or caused to be filed shall pay all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and Income Taxes payable (other than any amount deferred Income Taxes) as a consequence of the validity inclusion or omission of which is currently being contested such items in good faith by appropriate proceedings the consolidated Income Tax returns, reports and with filings of Seller for Seller Income Tax Periods and shall timely file such tax returns and reports. (b) With respect to which adequate reserves the Seller Income Tax Period between the end of the most recent taxable period of the Companies and the day immediately preceding the Closing Date, Purchaser shall cause to be prepared and delivered to Seller (to the extent not already prepared and delivered) in conformity the normal time- frame followed by Seller and the Companies consistent with GAAP past practice and in all events within 15 days after it shall have been requested by Seller, the package of Income Tax information materials heretofore provided for on to Seller by the books Companies in accordance with past practice, including past practice as to information schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of the US Borrower Companies. (c) Except as otherwise provided in Section 4.09(a) and its Subsidiaries and no Lien exists(b). Such returns accurately reflect in , IMSAMET or the Purchaser shall timely pay all material respects all liability for taxes of the US Borrower and its Subsidiaries Taxes for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of to which the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequateStraddle Period Returns relate, and the Borrowers do not anticipate Closing Balance Sheet shall include appropriate recorded liabilities for all such Taxes. Any such liabilities for Taxes based on payroll shall include both Taxes withheld and Taxes accrued (and remaining unpaid) attributable to any period prior to the Closing Date. Any such liabilities for sales and use Taxes (remaining unpaid) shall be accrued for all sales or purchases attributable to any period prior to the Closing Date. Taxes on Real Property or personal property shall be prorated on the Closing Balance Sheet consistent with recent past practice, resulting in either prepaid expenses or accrued liabilities, as the case may be. (d) If any IRS examination of any Seller Income Tax Period results in one or more adjustments that, together with cumulative book/tax differences as of the Closing Date, result in Income Tax payments by Purchaser and the Companies greater than the "Deferred income taxes" liability included on the Bid Balance Sheet, Seller shall reimburse Purchaser for such additional taxes Income Tax payments. If, on the other hand, any IRS examination of any Seller Income Tax Period results in one or assessments more adjustments that reduce Purchaser's or the Companies' Income Taxes for any period subsequent to the Closing Date, Purchaser shall pay to Seller an amount equal to the resulting Income Tax savings. Except as provided in the foregoing two sentences of such years beyond those for which such reserves this Section 4.09(d), as between Seller and the Companies, Income Tax provisions recorded through the Closing Date are deemed final, notwithstanding any elections Seller may have been mademade in its consolidated federal Income Tax returns regarding the allocation of income taxes among the members of Seller's consolidated group.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed (in each case giving effect to all federal, state, provincial, local applicable and permitted extensions) with the appropriate taxing authority all Federal and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any material taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Neither the books of the US Borrower and nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in respect of federalconnection with transactions contemplated in this Agreement, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization First Lien Credit Agreement or the Pulitzer Debt Agreement (it being understood that (x) the representation contained in this sentence does not cover any future tax liabilities of the US Borrower and or any of its Subsidiaries are arising as a result of the operation of their businesses in the judgment ordinary course of business and (y) the consummation of the Borrowers adequatePlan of Reorganization may result in tax consequences to the Borrower, and including an adjustment of asset values or tax basis as a result of cancellation of indebtedness resulting from the Borrowers do not anticipate any additional taxes or assessments for any Plan of such years beyond those for which such reserves have been madeReorganization).

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly filed or caused to be filed all federalfederal tax returns, state, provincial, local all state tax returns and all other material tax returns (including material local tax returns) required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federalfederal taxes, state, provincial, local state taxes and all other material taxes (including material local taxes), assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of payable, except those which is currently are being contested in good faith by appropriate proceedings diligently conducted and with respect to for which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists)in accordance with GAAP. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each caseSubsidiaries, except as could not reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been dischargeddischarged or resolved, resolved or adequately reserved except unpaid taxes which are being contested in good faith by appropriate proceedings diligently conducted and for on the books of the US Borrower and its Subsidiarieswhich adequate reserves have been provided in accordance with GAAP. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers Borrower adequate, and the Borrowers do Borrower does not anticipate any additional material taxes or material assessments for any of such years beyond those for which such reserves have been madewith respect to the Borrower and its Subsidiaries taken as a whole.

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries each Subsidiary thereof has duly filed or caused to be filed all federalfederal tax returns, state, provincial, local all state tax returns and all other material tax returns (including material local tax returns) required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federalfederal taxes, state, provincial, local all state taxes and all other material taxes (including material local taxes), assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists)payable. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each caseSubsidiaries, except as could not reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Except as set forth on Schedule 7.1(u), no Governmental Authority has asserted any Lien or other claim against the US any Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been dischargeddischarged or resolved, resolved or adequately reserved except unpaid taxes which are being contested in good faith by appropriate proceedings diligently conducted and for on the books of the US Borrower and its Subsidiarieswhich adequate reserves have been provided in accordance with GAAP. The charges, accruals and reserves on the books of the US each Borrower and any of its Subsidiaries each Subsidiary thereof in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US each such Borrower and any of its Subsidiaries each such Subsidiary thereof are in the judgment of the Borrowers each such Borrower adequate, and the Borrowers do each such Borrower does not anticipate any additional material taxes or material assessments for any of such years beyond those for which years. The Borrowers do not intend to treat the Loans and/or Letters of Credit as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In the event that any Borrower determines to take any action inconsistent with such reserves have been madeintention, it will promptly notify the Administrative Agent thereof. If any Borrower so notifies the Administrative Agent, the Borrowers acknowledge that one or more of the Lenders may treat its Loans and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent and such Lender or Lenders, as applicable, may file such forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local state and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or Each of Holdings and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other investigation by any Governmental Authority than those that are immaterial and those being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Holdings and its Subsidiaries in each caseaccordance with generally accepted accounting principles. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of Holdings and the Borrower, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books As of the US Borrower and its Subsidiaries. The chargesInitial Borrowing Date, accruals and reserves on the books of the US Borrower and neither Holdings nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. (a) Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be timely filed (or has filed requests for extensions) with the appropriate taxing authority all federalreturns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. Each of Holdings and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are being contested in good faith and disclosed on Schedule 8.09 and for which adequate reserves have been established in accordance with GAAP. There is no ongoing material action, suit, proceeding, investigation, audit or examination claim now pending or, to the best knowledge of Holdings or any of its Subsidiaries, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries. As of the Effective Date, neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation by taxable periods of Holdings or any Governmental Authority of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the tax liability operation of their businesses in the ordinary course of business). (b) Notwithstanding anything to the contrary in this Section 8.09, the representations and warranties made in this Section 8.09 and for all purposes of all Documents shall be untrue only if the effect of any or all conditions, violations, claims, restrictions, failures and noncompliance of the US Borrower and its Subsidiaries types described above could, either individually or in each casethe aggregate, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeMaterial Adverse Effect.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods (taking into account any extensions granted by the applicable taxing authorities), with the appropriate taxing authority all federal, state, provincial, local federal income tax returns and all other material tax returns returns, domestic and foreign (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or Each of Holdings and each of its Subsidiaries has paid all material taxes and assessments payable by it which have become due, other investigation than (i) taxes (other than Federal income taxes) which are not overdue by any Governmental Authority more than 30 days and (ii) taxes which are not delinquent and those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the tax liability of the US Borrower Holdings and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the knowledge of $5,000,000. No Governmental Authority has asserted Holdings and Borrower, threatened by any Lien authority regarding any material taxes relating to Holdings or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries other than those that are being contested in respect good faith and adequately disclosed and fully provided for on the financial statements of federal, state, provincial, local Holdings and other taxes for all Fiscal Years and portions thereof since the organization its Subsidiaries in accordance with GAAP. As of the US Borrower and Closing Date, neither Holdings nor any of its Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes of Holdings or assessments for any of such its Subsidiaries, or is aware of any circumstances that would cause the taxable years beyond those for which such reserves have been madeor other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable payable, except any taxes, assessments and governmental charges or levies (other than i) which the Borrower or any amount the validity of which Subsidiary is currently being contested contesting in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on established and maintained in accordance with GAAP, or (ii) which, individually or in the books aggregate with all other unpaid taxes, assessments and governmental charges or levies, does not represent a liability of the US Borrower and its Subsidiaries and no Lien exists)in an amount in excess of $125,000. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries Subsidiaries, other than routine audits and examinations in each case, except as could not reasonably be expected to have a liability in excess the ordinary course of $5,000,000the Borrower’s and its Subsidiaries’ businesses. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of the Borrower with respect to unpaid taxes in an amount, individually or in the aggregate with all other unpaid taxes, in excess of $125,000, which Lien or other claim has not been discharged, resolved discharged or adequately reserved for on the books of the US Borrower and its Subsidiariesresolved. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all the current and four prior Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers Borrower adequate, and the Borrowers do Borrower does not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeyears.

Tax Returns and Payments. Each of the US Pension Contributions. Borrower and each of its Subsidiaries has duly filed or caused to be timely filed all required federal, stateand material foreign, provincial, state and local and other material tax returns required by Applicable Law to be filedand reports, and Borrower and each of its Subsidiaries, has paidtimely paid all federal taxes, assessments, deposits and contributions, and material foreign, state and local taxes, assessments, deposits and contributions, owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or made adequate provision for any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, all federaland any material development in, statesuch proceedings, provincialand (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets prior tax years which are could result in additional taxes becoming due and payable (by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and event with respect to to, any such plan which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a result in any liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. The chargesFor the purposes of this Section 5.8, accruals “material foreign, state and reserves on the books of the US Borrower local taxes, assessments, deposits and any of its Subsidiaries in respect of federalcontributions” shall mean foreign, statestate and local taxes, provincialassessments, local deposits and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are contributions exceeding in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeaggregate Fifty Thousand Dollars ($50,000.00).

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed (including applicable extensions), or caused has had filed on its behalf, with the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and each of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and each of its Subsidiaries as a whole for the periods covered thereby. There The Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a writing delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the knowledge of any Senior Officer, threatened by any Governmental Authority of authority regarding any taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves Except as set forth in a writing delivered to the Administrative Agent on the books Amendment No. 4 Effective Date, as of the US Amendment No. 4 Effective Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madelimitations.

Tax Returns and Payments. Each The Borrower and each of the US Borrower and its Borrower's Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority, all federal, state, provincial, local federal returns and all other material tax returns returns, statements, forms and reports for taxes required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and its Subsidiaries and no Lien exists)and/or any of the Borrower's Subsidiaries. Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its the Borrower's Subsidiaries for the periods covered thereby. The Borrower and each of the Borrower's Subsidiaries has paid all material taxes payable by it other than taxes which are not established, and other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit material action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the knowledge of the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of the Borrower's Subsidiaries. As of the Closing Date, neither the Borrower nor any of the Borrower's Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or any of the Borrower's Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of the Borrower's Subsidiaries not to be subject to the normally applicable statute of limitations. None of the Borrower or any of the Borrower's Subsidiaries have provided, with respect to unpaid taxes which has not been dischargedthemselves or property held by them, resolved or adequately reserved for on the books any consent under Section 341 of the US Code. Neither the Borrower and its Subsidiaries. The charges, accruals and reserves on the books nor any of the US Borrower and Borrower's Subsidiaries has incurred, or will incur, any of its Subsidiaries in material tax liability with respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since to the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each All Federal, material state and other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the US Borrower and/or any of its Subsidiaries and/or any Predecessor Corporation have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of the Borrower and its Subsidiaries and/or such Predecessor Corporation, as the case may be, for the periods covered thereby. The Borrower and each of its Subsidiaries and each Predecessor Corporation has duly filed or caused to be filed paid all federal, state, provincial, local taxes payable by it other than immaterial taxes and other material tax returns required by Applicable Law to be filedtaxes which are not yet due and payable, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being those contested in good faith by appropriate proceedings and with respect to for which adequate reserves in conformity with GAAP have been provided for on established in accordance with GAAP. Except as disclosed in the books financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization or any Predecessor Corporation. As of the US Initial Borrowing Date, neither the Borrower and nor any of its Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of taxes of the Borrowers adequateBorrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries or any Predecessor Corporation not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries nor any Predecessor Corporation has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries nor any Predecessor Corporation has incurred, or will incur, any material tax liability in connection with the Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of the US Borrower Holdings and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all federalFederal, state, provincial, local material state and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Holdings and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There Holdings and each of its Subsidiaries have paid all material taxes payable by them other than taxes which are not due and payable, and other than those contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. As of the Initial Borrowing Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of Holdings or BFPH, threatened by any authority regarding any material taxes relating to Holdings or any of its Subsidiaries. As of the Initial Borrowing Date, neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings or its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any Governmental Authority consent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction. Additionally, all of the US Borrower foregoing representations are true and its correct as to all Unrestricted Subsidiaries in each case, (to the same extent they were to Restricted Subsidiaries) except as could to the extent any and all failures to be true and correct would not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeMaterial Adverse Effect.

Tax Returns and Payments. Each of the US Pension Contributions. Borrower and each of its Subsidiaries has duly filed or caused to be timely filed all required tax returns and reports or extensions thereof, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, provincialand material local taxes, assessments, deposits and contributions (i.e., local taxes, assessments, deposits and other material tax returns required contributions in an aggregate amount of Fifty Thousand Dollars ($50,000.00) or more) owed by Applicable Law Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to be filedtaxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and has paidany material development in, the proceedings, and (c) posts bonds or made adequate provision takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for the payment ofany of Borrower’s or such Subsidiaries’, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets prior tax years which are could result in additional taxes becoming due and payable (by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and event with respect to to, any such plan which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a result in any liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on including any liability to the books of the US Borrower and Pension Benefit Guaranty Corporation or its successors or any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeGovernmental Authority.

Tax Returns and Payments. Each (a) Except as set forth in Section 2.15(a) of the US Borrower Company Disclosure Schedule, each of the Company and its Subsidiaries has duly filed or caused to be (i) timely filed all federal, state, provincial, local and other material tax returns Tax Returns that it is required by Applicable Law applicable Legal Requirements to be filedfile, and all such Tax Returns are true, correct and complete in all material respects, (ii) timely paid all Taxes it is required to pay (whether or not shown (b) There is no Tax deficiency or adjustment outstanding, assessed or proposed by any Tax Authority in writing against the Company or any of its Subsidiaries that remains unpaid or unresolved, nor has paid, the Company or made adequate provision any of its Subsidiaries executed any waiver of any statute of limitations on or extension of the period for the payment ofassessment or collection of any Tax of the Company or any of its Subsidiaries which waiver or extension remains outstanding. No audit, examination or other proceeding by or that includes any Tax Authority of any Tax Return or Taxes of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified by any Tax Authority in writing of any request for such an audit, examination or other proceeding that has not been resolved. No written claim has been made by a Tax Authority in a jurisdiction where the Company or any applicable Subsidiary of the Company does not file a particular Tax Return or pay a particular Tax that indicates that the Company or Subsidiary, as applicable, is or may be required to file such Tax Return or pay such Tax, in each case, which has not been resolved. (c) Except as set forth in Section 2.15(c) of the Company Disclosure Schedule, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it Taxes of the Company and its property, income, profits Subsidiaries relating to a Pre-Closing Tax Period that have accrued and assets which are unpaid or that are not yet due and payable (i) for periods covered by the Company Financial Statements, have been properly disclosed on the Company Financial Statements in accordance with GAAP and (ii) for periods through the Closing Date not covered by the Company Financial Statements, are accrued on the books and records of the Company or the applicable Subsidiary in accordance with past custom and practices of the Company or such Subsidiary and incurred in the ordinary course of business. The amount of the Company’s and its Subsidiaries’ Liability for unpaid Taxes (A) for periods covered by the Company Financial Statements does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Current Balance Sheet and (B) for periods through the Closing Date not covered by the Company Financial Statements, does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) on the books and records of the Company or the applicable Subsidiary in accordance with past custom and practices of the Company or such Subsidiary, and in each case of clauses (A) and (B) as adjusted for the passage of time and subject to customary true-up adjustments consistent with the Company’s past practice. (d) There are no Encumbrances on the assets of the Company or any of its Subsidiaries for Taxes other than Permitted Encumbrances. (e) The Company is not, and has not been during the holding period of Seller, a “United States real property holding corporation” within the meaning in Section 897(c)(2) of the Code. (f) None of the Company or any of its Subsidiaries has entered into any Tax sharing, Tax indemnification or Tax allocation agreement (other than any amount agreement that is solely between the validity Company or any of its Subsidiaries or any agreement the principal subject matter of which is not Taxes) that is currently being contested in good faith effect under which Parent, Acquiror, the Company or any of its Subsidiaries could be liable for Taxes of another party thereto. (i) Neither the Company nor any of its Subsidiaries is subject to Tax in any country other than its country of incorporation or formation by appropriate proceedings and with respect virtue of having a permanent establishment or other fixed place of business or other similar Taxable presence in that country. (j) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to which adequate reserves be governed in conformity with GAAP have been provided for on the books whole or in part by Section 355 or 361 of the US Borrower Code. (k) Except as set forth in Section 2.15(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liability for Taxes to any Person (other than the Company and its Subsidiaries) as a result of having been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or any similar affiliated, combined, unitary or consolidated group for Tax purposes under any U.S. state or local or non-U.S. Legal Requirements (other than a group the common parent of which is the Company), or has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of any U.S. state or local or non-U.S. Legal Requirements), or as a transferee or successor or by Contract (other than Contracts the primary purpose of which is not Tax) or otherwise by operation of an applicable Legal Requirement. (l) All related party transactions entered into between or among the Company and its Subsidiaries have been conducted at arm’s length in material compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any comparable provisions of any other Tax Legal Requirements. (m) There is no Lien existsagreement, plan, arrangement or other Contract covering any current or former employee or other service provider of the Company or to which the Company is a party or by which the Company is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will or could as a result of the transactions contemplated hereby (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that could reasonably be expected to be non-deductible under Section 162 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) or characterized as a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax law). (n) The Company is not party to any Contract, agreement, plan or arrangement that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. Such returns accurately reflect The Company is not a party to, or otherwise obligated under, any Contract, agreement, plan or arrangement that provides for the Company to pay a Tax gross-up, equalization or reimbursement payment to any service (o) The Company has not (i) elected to defer the payment or deposit of any “applicable employment taxes” under Section 2302 of the CARES Act or IRS Notice 2020-65 that remain outstanding, (ii) claimed any Tax credits under Sections 7001 through 7005 of the Families First Coronavirus Response Act, P.L. 116-127, or (iii) claimed any Tax credits under Section 2301 of the CARES Act. The Company is in compliance in all material respects with all liability for taxes the terms and conditions of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination any currently applicable Tax exemption, Tax holiday or other investigation by any Governmental similar Tax reduction Contract obtained from a Tax Authority of to which the tax liability of Company is a party. (p) Neither the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of: (i) any change in respect a method of federalaccounting or use of an improper method of accounting for a Pre-Closing Tax Period; (ii) an installment sale or open transaction occurring on or prior to the Closing; (iii) a prepaid amount received or deferred revenue received outside the ordinary course of business on or before the Closing; (iv) any Contract with any Tax Authority relating to Tax matters of the Company or any of its Subsidiaries, including any “closing agreement” under Section 7121 of the Code (or similar provision of state, provinciallocal or foreign Legal Requirement), local and other taxes for all Fiscal Years and portions thereof since executed on or prior to the organization Closing; or (v) any intercompany item under Treasury Regulation Section 1.1502-13 or excess loss account under Treasury Regulation Section 1.1502-19 that existed prior to Closing. (q) Except as set forth in Section 2.15(q) of the US Borrower and Company Disclosure Schedule, neither the Company nor any of its Subsidiaries are in is, nor has been during the judgment holding period of the Borrowers adequateSeller, a (i) partner in any entity that is treated as a partnership for U.S. federal income tax purposes, or (ii) “personal holding company” as defined in Section 542 of the Code (or any similar provision of state, local or non-U.S. Legal Requirement). (r) For U.S. federal and applicable state income Tax purposes, the Borrowers do not anticipate any additional taxes or assessments for any Company is and at all times been during the holding period of such years beyond those for which such reserves have been made.the Seller, a “C corporation” within the meaning of Section 1361(a)(2) of the Code. The U.S. federal income tax classification of each Subsidiary of the Company is set forth on Section 2.15(r) of the Company Disclosure Schedule. Section 2.16

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such The returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There Except for the liability under the Designated Tax Sharing Agreements, each of the Borrower and each of its Subsidiaries has paid all taxes payable by it other than taxes which are not established, and other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. Except as disclosed in the financial statements referred to in Section 7.05(a) delivered to the Agent prior to the Effective Date, there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the knowledge of the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The chargesExcept as disclosed on Schedule VIII, accruals and reserves on the books as of the US Effective Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to itself or property held by it, any consent under Section 341 of the Borrowers adequateCode. Neither the Borrower nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be filed with the appropriate taxing authority, all federalreturns, statestatements, provincial, local forms and other reports for material tax returns taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Holdings and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There Each of Holdings and each of its Subsidiaries has paid all material taxes payable by it before they have become delinquent other than those contested in good faith and for which adequate reserves have been established in conformity with GAAP. As of the Restatement Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation claim pending or, to the knowledge of Borrower, threatened by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected authority regarding any taxes relating to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien Holdings or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization than as disclosed on Schedule 6.9 hereto. As of the US Borrower and Restatement Date, neither Holdings nor any of its Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of taxes of Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Borrowers adequateRestatement Date, and the Borrowers do not anticipate any additional taxes or assessments for neither Holdings nor any of such years beyond those for which such reserves its Subsidiaries have been madeprovided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transactions.

Tax Returns and Payments. Each of All domestic and foreign Federal, state, provincial and other material returns, statements, forms and reports for taxes (the US Borrower and its Subsidiaries has duly filed or caused "Returns") required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP the income, properties or operations of the Borrower and/or any of its Subsidiaries have been provided for on timely filed (taking into account all extensions of due dates) with the books of the US Borrower and its Subsidiaries and no Lien exists)appropriate taxing authority. Such returns The Returns accurately reflect in all material respects all liability liabilities for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There The Borrower and each of its Subsidiaries have paid all taxes payable by them other than immaterial taxes and other taxes which are not yet due and payable, and other than taxes contested in good faith and for which adequate reserves have been established in accordance with GAAP and disclosed on the financial statements of the Borrower. Except as disclosed in the financial statements referred to in Section 7.10(b), there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination or other investigation by any Governmental Authority claim now pending or, to the knowledge of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect of its Subsidiaries, threatened by any authority regarding any material taxes relating to unpaid taxes which has not been discharged, resolved the Borrower or adequately reserved for on the books any of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Neither the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of material taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequateCode. Neither the Borrower nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of the US Borrower (a) The Company and its Subsidiaries has duly SSA have properly filed or caused to be filed filed, on a timely basis, all federal, state, provincial, local and other material tax returns Tax Returns that are or were required by Applicable Law to be filedfiled by or with respect to the Company, SSA and has the Business, pursuant to applicable Legal Requirements. The Company and SSA have paid, or made adequate provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns, or pursuant to any assessment received by the Company or SSA. All Tax Returns filed by the Company and SSA have are true, correct, and complete. There is no tax sharing agreement, including any agreement for indemnification that will require any payment by the Company or SSA after the Execution Date. No notice has been received by the Company or SSA and, to the Knowledge of Sellers and the Company, no claim has ever been made by a Governmental Body in a jurisdiction where the Company or SSA does not file Tax Returns that it may be subject to Taxes or required to file Tax returns in that jurisdiction with respect to the Business. Except as described in Section 3.10(a) of the Disclosure Schedule, neither the Company nor SSA has requested or received any legal or accounting opinions relating to any position taken on any Tax Return. Except as described in Section 3.10(a) of the Disclosure Schedule, neither the Company nor SSA has requested or received a revenue ruling, private letter ruling, or similar or related correspondence from any Tax authority. (b) Section 3.10(b) of the Disclosure Schedule sets forth each jurisdiction (other than United States federal) in which the Company and SSA files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes on a “nexus” basis. The Company and SSA have delivered or made available to Buyer complete and correct copies of all Tax Returns of the Company and SSA relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired. Except as listed in Section 3.10(b) of the Disclosure Schedule, the Tax Returns of the Company and SSA have never been subject to audit by any relevant federal, state, provinciallocal or foreign Tax authorities. Except as described in Section 3.10(b) of the Disclosure Schedule, local the Company and SSA have not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other material taxesPerson) of any statute of limitations relating to the payment of Taxes of the Company or SSA or for which the Company or SSA may be liable. (c) The charges, assessments accruals, and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and reserves with respect to which adequate reserves in conformity with GAAP have been provided for Taxes on the books of the US Borrower Company and its Subsidiaries SSA are adequate and no Lien exists). Such returns accurately reflect in all material respects all are at least equal to the liability for taxes such Taxes. There exists no proposed tax assessment against the Company or SSA except as disclosed in the Financial Statements or in Section 3.10(c) of the US Borrower Disclosure Schedule. (d) All Taxes the Company and its Subsidiaries for SSA is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the periods covered thereby. There is no ongoing audit or examination extent required, have been paid to the proper Governmental Body or other investigation by Person, including, but not limited to, amounts paid to any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower employee or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeforeign Person.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely (which shall include any automatic or discretionary filing extensions) filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, domestic and foreign (the "Returns") required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are being contested in good faith, that have been adequately disclosed on the financial statements of the US Borrower and its Subsidiaries and for which adequate reserves are maintained in accordance with generally accepted accounting principles. The Borrower and each caseof its Subsidiaries has at all times paid, except or has provided adequate reserves (as could not reasonably be expected determined in good faith by the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current year to have a liability in excess date. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any taxes relating to the US Borrower or any Subsidiary thereof of its Subsidiaries. Except with respect to unpaid the state taxes which has not been dischargedpaid by the Borrower in the State of North Carolina in 1996 through 1998 tax years, resolved or adequately reserved for on neither the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and limitations relating to the payment or collection of federal income taxes or other material taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequate, and Code. Neither the Borrowers do not anticipate any additional taxes or assessments for Borrower nor any of such years beyond those for which such reserves have been madeits Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with any other transactions contemplated hereby.

Tax Returns and Payments. Each of the US Borrower Company and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federalFederal and all material state and foreign returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Company and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Company and its Subsidiaries Subsidiaries, as the case may be, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability of the US Borrower Company and its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent or are being contested in each casegood faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 4.5(a), as of the Closing Date there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Company or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Company or any of its Subsidiaries. As of the Closing Date, except as could not reasonably be expected to have a liability set forth in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against Schedule A, neither the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and Company nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and Company or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Company or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Company nor any of its Subsidiaries has incurred, or will incur, any material income tax liability in connection with the Transactions and the other Transactions contemplated hereby (other than as a result of the operations after the Closing Date of properties acquired in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been made.Transactions)

Tax Returns and Payments. Each of the US Borrower and each of its ------------------------ Subsidiaries has filed all United States federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it (giving effect to any filing extension obtained in connection therewith) and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries has duly filed or caused to be filed in accordance with GAAP. The Borrower and each of its Subsidiaries have at all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has times paid, or made have provided adequate provision reserves (in the good faith judgment of the management of the Borrower) for the payment of, all United States federal, state, provincial, local state and other material taxes, assessments foreign income taxes applicable for all prior fiscal years and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered therebycurrent fiscal year to date. There is no ongoing material action, suit, proceeding, investigation, audit or examination or other investigation claim now pending or, to the knowledge of the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Effective Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries will incur any Taxes in connection with the judgment Transaction. Prior to the Effective Date, each of CFX, Inc., Alpine Gem Flower Shippers, Inc., The Xxx Xxxxx Company, Bay State Florist Supply, Inc., United Wholesale Florists of America, Inc., and American Florist Supply, Inc. made a valid S election under Section 1361 of the Borrowers adequateCode, and each also made all such elections required under any analogous provisions of state or local law; and each will continue to be a valid S corporation through the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeEffective Date.

Tax Returns and Payments. Each of the US Borrower JCC Holding and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority, all material U.S. federal, state, provincial, local city and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower JCC Holding and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower JCC Holding and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability of the US Borrower JCC Holding and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or paid all material taxes payable by it other claim against the US Borrower or any Subsidiary thereof with respect to unpaid than taxes which has are not delinquent, and other than those contested in good faith and for which adequate reserves have been dischargedestablished in accordance with generally accepted accounting principles. Except as set forth on Schedule X, resolved there is no material action, suit, proceeding, investigation, audit, or adequately reserved for on claim now pending or, to the books best knowledge of JCC Holding and the US Borrower Borrower, threatened by any taxing authority regarding any taxes relating to JCC Holding and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Initial Borrowing Date, neither JCC Holding nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries are in the judgment has provided, with respect to itself or property held by it, any consent under Section 341 of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeCode.

Tax Returns and Payments. Each of Except as set forth in Schedule III, the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for material taxes of the US Borrower Aleris and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. The Borrower and each of its Subsidiaries has paid all material taxes and assessments payable by them, except for taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no ongoing action, suit, proceeding, investigation, audit or examination or other investigation by any Governmental Authority claim (“Proceeding”) now pending or, to the best knowledge of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of its Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries, other than Proceedings being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with respect to unpaid taxes which has not been dischargedGAAP or Local GAAP. Except as set forth in Schedule III, resolved or adequately reserved for on the books as of the US Borrowing Date, neither the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into any written agreement or waiver or been requested to enter into any written agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of any material taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madelimitations.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local material federal and state income tax returns and all other material tax returns returns, domestic and foreign (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those the validity or amount of which are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves Except as set forth on the books of Schedule XIII, neither the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Except as set forth on Schedule XIII, neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed (in each case giving effect to all federal, state, provincial, local applicable and permitted extensions) with the appropriate taxing authority all Federal and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. There is no material action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any material taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on Neither the books of the US Borrower and nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in respect of federal, state, provincial, local and connection with the Transaction or any other taxes for all Fiscal Years and portions thereof since transactions contemplated hereby (it being understood that the organization representation contained in this sentence does not cover any future tax liabilities of the US Borrower and or any of its Subsidiaries are arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each The Parent and each of the US Borrower and its Subsidiaries has duly have timely filed or caused with the appropriate taxing authority all returns, statements, forms and reports for taxes (the “Returns”) required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paidby, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Parent and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries as a whole for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Parent and each of its Subsidiaries have paid all taxes and assessments payable by it, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower Parent and its Subsidiaries in each caseaccordance with GAAP. There is no action, except as could not reasonably be expected suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Parent or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on threatened by any authority regarding any taxes relating to the books of the US Borrower and Parent or any of its Subsidiaries in respect of federalthat could have, stateor could reasonably be expect to have, provinciala Material Adverse Effect. Except as set forth on Schedule V, local and other taxes for all Fiscal Years and portions thereof since neither the organization of the US Borrower and Parent nor any of its Subsidiaries are have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Except as set forth on Schedule V , neither the Parent nor any of its Subsidiaries have incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Parent or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower Company and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all federalFederal, state, provincial, local material state and other material tax returns returns, statements, forms and reports for Taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Company and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes Taxes of the US Borrower Company and its Subsidiaries for the periods covered thereby. There The Company and each of its Subsidiaries have paid all material Taxes payable by them other than Taxes which are not due and payable, and other than those contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. As of the Closing Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation claim now pending or, to the knowledge of the Company, threatened by any Governmental Authority of authority regarding any material Taxes relating to the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Company or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Closing Date, neither the Company nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Borrower and Company or its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Company or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Company nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequate, and Internal Revenue Code. Neither the Borrowers do not anticipate any additional taxes or assessments for Company nor any of such years beyond those for which such reserves have been madeits Subsidiaries has incurred, or will incur, any material Tax liability in connection with the Transactions.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower each of Holdings and its Subsidiaries and no Lien exists)Subsidiaries, as the case may be. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries as a whole for the periods covered thereby. Each of Holdings and its Subsidiaries have paid all material taxes payable by them which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination or other investigation by claim now pending regarding any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected material taxes relating to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Holdings or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Initial Borrowing Date, neither Holdings, the Borrower and nor any of their Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of Holdings or any of its Subsidiaries. None of Holdings or any of its Subsidiaries has incurred, or will incur, any material tax liability in respect connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and Holdings or any of its Subsidiaries are arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of Holdings, the US Borrower and its each of their Subsidiaries has duly have timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federalFederal and all material state returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Holdings and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of Holdings, the US Borrower and its Subsidiaries their respective Subsidiaries, as the case may be, for the periods covered thereby. There Each of Holdings, the Borrower and their respective Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 7.05(a), there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of Holdings or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Holdings, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of their respective Subsidiaries. As of the US Restatement Effective Date, none of Holdings, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its their respective Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings, the Borrower or any of their respective Subsidiaries are not to be subject to the normally applicable statute of limitations. None of Holdings, the Borrower nor any of their respective Subsidiaries has incurred, or will incur, any material tax liability in connection with the judgment of Transaction, the Borrowers adequate, OmniAmerica Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each of Holdings, the US Borrower and its each of their respective Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority, all federal, state, provincial, local material returns and other material tax returns statements, forms and reports for taxes required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of Holdings, the US Borrower and its Subsidiaries and no Lien exists)and/or any of their respective Subsidiaries. Such returns accurately reflect in all material respects all liability for material taxes of Holdings, the US Borrower and its their respective Subsidiaries for the periods covered thereby. There Each of Holdings, the Borrower and their respective Subsidiaries has paid all material taxes payable by it other than taxes which are not yet due and payable, and other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. Except as provided in Schedule V, there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of Holdings or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Holdings, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof of their respective Subsidiaries. Except as provided in Schedule V, as of the Restatement Effective Date, none of Holdings, the Borrower or any of their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of Holdings, the Borrower or any of their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings, the Borrower or any of their respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings, the Borrower or any of their respective Subsidiaries have provided, with respect to unpaid taxes which has not been dischargedthemselves or property held by them, resolved or adequately reserved for on the books any consent under Section 341 of the US Code. None of Holdings, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and or any of its their respective Subsidiaries in has incurred, or will incur, any material tax liability with respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since to the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each (a) Seller shall be responsible for the preparation and filing of all Seller's Consolidated Returns with respect to all Pre-Closing Periods, which shall include the Entertainment Companies, and for the payment of all federal Income Taxes with respect to such Consolidated Returns. Seller shall be entitled to any refunds of Income Taxes with respect to such Tax Returns. (i) Seller shall be responsible for the preparation and filing of all Tax Returns, other than Consolidated Returns, of the US Borrower and its Subsidiaries has duly filed or caused Entertainment Companies for any Pre-Closing Period, that are required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filedon or before the Closing Date, and has paid, or made adequate provision for the payment of, of all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and Taxes with respect to which adequate reserves in conformity with GAAP have been provided for on the books such Tax Returns. Seller shall be entitled to any refunds of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof Taxes with respect to unpaid such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Periods and Post-Closing Periods. (ii) Buyer shall be responsible for the preparation and filing of all Tax Returns, other than Consolidated Returns, of the Entertainment Companies for any Pre-Closing Period, that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns, and shall be entitled to any refunds of Taxes with respect to such Tax Returns. (c) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to the Entertainment Companies, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (f) below, to the pre-Closing portion of such Straddle Period, less any estimated Taxes paid by Seller or the Entertainment Companies with respect to such Straddle Period before the Closing Date. Any refunds of Straddle Period taxes which has not been discharged, resolved or adequately reserved for shall be allocated between the Seller and the Buyer based on the books same principles. (d) Buyer shall be responsible for the preparation and filing of all Tax Returns and the US Borrower and its Subsidiaries. The charges, accruals and reserves on payment of all other Taxes with respect to the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes Entertainment Companies for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been made.Post-

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries (a) MECA has duly and timely filed when due, or caused will have timely filed on or before the Closing Date, all material returns, reports, declarations and applications, relating to all Taxes required to be filed all federalby MECA prior to the Closing Date, stateincluding, provincialwithout limitation, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves estimated Taxes, excise Taxes and informational returns (in conformity with GAAP have been provided for on the books of the US Borrower each case, a "Return") due from MECA. All such Returns are true, accurate, and its Subsidiaries and no Lien exists). Such returns accurately reflect complete in all material respects and reflect all liability Taxes payable. MECA has paid or reserved for taxes of all Taxes due from MECA with respect to MECA and the US Borrower and its Subsidiaries for the periods covered therebyBusiness. (b) No Return has been audited by any taxing authority. There is no ongoing audit action, suit, proceeding, audit, investigation, or examination claim pending or other investigation by threatened in respect of any Governmental Authority Taxes for which MECA is or may become liable, nor has any deficiency or claim for any such Taxes been imposed or assessed. There are no outstanding notices of the tax liability of the US Borrower and its Subsidiaries Deficiencies, adjustments, or changes in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof assessments with respect to unpaid taxes which any Taxes due from MECA. There is no agreement, waiver, or consent providing for an extension of time with respect to the assessment of any Taxes against MECA. (c) MECA has not been dischargedtimely paid, resolved withheld or adequately reserved otherwise collected, or made provision on its books for all Taxes due and payable by MECA with respect to all taxable periods ending on or prior to the Closing Date and for the relevant portion (ending on the books Closing Date) of any taxable period beginning prior to the Closing Date and ending after the Closing Date. There are no Liens for Taxes upon the assets of MECA, except Liens for current Taxes not yet due. (d) To the best knowledge of the US Borrower and its Subsidiaries. The chargesMembers, accruals and reserves on MECA will not be required to include any adjustment in taxable income for any Tax period (or portion thereof) ending after the books ClosingDate pursuant to Section 481(c) of the US Borrower and Internal Revenue Code (or any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization similar provision of the US Borrower and Tax laws of any jurisdiction) as a result of its Subsidiaries are a change in the judgment method of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments accounting for any Tax period (or portion thereof) ending on or before the Closing Date or pursuant to the provisions of such years beyond those any agreement entered into with any Taxing Authority with regard to the Tax liability of MECA for which such reserves have been madeany Tax period (or portion thereof) ending on or before the Closing Date.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be filed with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for the income, properties or operations of Holdings and/or any of its Subsidiaries. Except as set forth on Schedule 6.9, the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or Except as set forth on Schedule 6.9, each of Holdings and each of its Subsidiaries has paid all material taxes payable by it before they have become delinquent other investigation by any Governmental Authority than those contested in good faith and for which adequate reserves have been established in conformity with GAAP. As of the tax liability of the US Borrower and its Subsidiaries in each caseClosing Date, except as could not reasonably be expected set forth on Schedule 6.9, there is no action, suit, proceeding, investigation, audit, or claim pending of which Borrower has received notice thereof or, to have a liability in excess the knowledge of $5,000,000. No Governmental Authority has asserted Borrower, threatened by any Lien authority regarding any taxes relating to Holdings or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization than as disclosed on Schedule 6.9 hereto. As of the US Borrower and Closing Date, except as set forth on Schedule 6.9, neither Holdings nor any of its Subsidiaries are in has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the judgment payment or collection of taxes of Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Borrowers adequateClosing Date, and the Borrowers do not anticipate any additional taxes or assessments for neither Holdings nor any of such years beyond those for which such reserves its Subsidiaries have been madeprovided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transactions.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal income tax and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than (i) those that are immaterial and (ii) those being contested in good faith and adequately disclosed and fully provided for on the financial state-ments of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. Except as set forth on Schedule 7.09, except as could not reasonably be expected there is no action, suit, proceeding, investi-ga-tion, audit or claim now pend-ing or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regard-ing any taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The chargesExcept as provided in Schedule 7.09, accruals and reserves on the books as of the US Initial Borrowing Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. (a) Each of the US Borrower and each of its Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and for which the Borrower has established adequate reserves in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for taken as a whole. Neither the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into a written agreement or waiver or been requested to enter into a written agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries are has incurred, or will incur, any material tax liability in connection with the Transaction. (b) Based on the Borrower's knowledge and belief as of the Initial borrowing Date, as result of or in connection with the Spin-Off, there shall not be triggered any (i) gain with respect to intercompany transactions within the meaning of Treasury Regulation Section 1.1502-13, (ii) gain with respect to any excess loss account within the meaning of Treasury Regulation Section 1.1502-19 or (iii) gain or income with respect to any "similar items" as such term is used in the judgment defined term "Too, Inc. Federal Tax Liability" in the Tax Separation Agreement. (c) Except as set forth on Schedule 7.09 neither the Borrower nor any of its Subsidiaries shall have any material liability to indemnify The Limited or any of its Subsidiaries pursuant to Section 5(a)(iii) of the Borrowers adequate, and Tax Separation Agreement except to the Borrowers do not anticipate any additional taxes extent such liability is also triggered by Sections 5(a)(i) or assessments for any of such years beyond those for which such reserves have been made5(a)(ii) thereof.

Tax Returns and Payments. Each of Except as set forth in Schedule 4.10, the US Borrower Sellers have duly and its Subsidiaries has duly timely filed all tax returns that are or caused were required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP the Property or the Truck Plaza Business, either separately or as a member of a group of corporations or other entities pursuant to applicable legal requirements and have been provided for on paid all taxes due or claimed to be due by any governmental body. To the books best of the US Borrower Seller's Knowledge, all tax returns of Sellers were correct and its Subsidiaries and no Lien exists). Such returns accurately reflect complete in all material respects and were prepared in compliance with applicable laws and regulations. All taxes shown to be due and payable on such tax returns, any assessments imposed, and all liability other taxes due and payable by or on behalf of Sellers on or before the Closing have been paid or will be paid prior to Closing by Sellers as applicable. There are no Liens for taxes on the Truck Plaza Assets and Sellers have no actual knowledge of any assessment on the Property payable in annual installments or any part thereof which has become a Lien on the Property. There are no pending proceedings or appeals to correct or reduce the assessed valuation of the Property. To the best of Sellers' Knowledge, no claim has ever been made by an authority in a jurisdiction where the Sellers do not file tax returns that they are or may be subject to taxation by that jurisdiction. The Sellers to the best of their Knowledge have withheld and paid all taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, equity owner or other person. Neither of the Sellers has been advised, has no Knowledge, nor should it have any Knowledge, (i) that any of the tax returns of the Sellers have been or are being audited as of the date hereof, or (ii) of any deficiency in assessment or proposed judgment to the taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeSellers.

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, domestic and foreign (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of income, properties or operations of, the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with generally accepted accounting principles. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books As of the US Initial Borrowing Date, neither the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations, provided, however, that the Borrower has waived the statute of limitations as to years 2000 and 2001 for an existing Internal Revenue Service audit. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, domestic and foreign (the "Returns") required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments due and payable by it, other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with generally accepted accounting principles. There is no action, except as suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries that, either individually or in the aggregate, could not reasonably be expected to have result in a material liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its SubsidiariesSubsidiaries taken as a whole. The charges, accruals and reserves on the books As of the US Effective Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeCode.

Tax Returns and Payments. Each (a) Sellers shall prepare and file (or cause to be prepared and filed) all Tax Returns of the US Borrower Company with respect to any taxable periods (or portions thereof) ending on or before the Closing Date and its Subsidiaries has duly filed shall pay any Taxes due in respect of such Tax Returns to the extent such Taxes have not been specifically accrued for in the Price Components in the Purchase Price Statement or caused Estimated Purchase Price Statement. Buyer shall pay to Sellers, in accordance with the Seller Allocation, the excess, if any, of any Taxes specifically accrued for in the Price Components in the Purchase Price Statement or the Estimated Purchase Price Statement over any Taxes due in respect of such Tax Returns. Sellers shall cause the Company to make an election pursuant to Section 754 of the Code on the Company’s final IRS Form 1065. (b) Buyer shall prepare and file (or cause to be prepared and filed) all Tax Returns by or with respect to the Company for any taxable period (or portion thereof) ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. Not less than two (2) Business Days prior to the filing of any such Tax Return, Sellers shall pay to Buyer an amount equal to the Pre-Closing Date Share of any Taxes due in respect of such Tax Return, to the extent such Taxes have not been specifically accrued for in the Price Components in the Purchase Price Statement or Estimated Purchase Price Statement. Buyer shall pay to Sellers, in accordance with the Seller Allocation, the excess, if any, of the Pre-Closing Date Share of Taxes specifically accrued for in the Price Components in the Purchase Price Statement or the Estimated Purchase Price Statement over any Pre-Closing Date Share of Taxes due in respect of such Tax Returns. With respect to any Tax Returns that are required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to the Company for any Straddle Period (such Tax Returns, “Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Law). Buyer shall deliver any Straddle Return to Seller Representative for their review at least twenty five (25) days prior to the date on which adequate reserves in conformity with GAAP have been provided for such Tax Return is required to be filed (taking into account extensions to which such Straddle Return is subject). If Seller Representative disputes any item on the books Straddle Return, it shall notify Buyer of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit such disputed item (or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, items) and the Borrowers do not anticipate any additional taxes or assessments basis for any of its objection and Buyer shall consider such years beyond those for which such reserves have been madeobjections in good faith.

Tax Returns and Payments. Each of the US Borrower Holdings and its Sunrise and each of their Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) thereof or with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of each of Holdings and Sunrise and their Subsidiaries, as the US Borrower and its Subsidiaries and no Lien exists)case may be. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Sunrise and their Subsidiaries as a whole for the periods covered thereby. There Each of Holdings and Sunrise and their Subsidiaries have paid all material taxes payable by them which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. As of the Initial Borrowing Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of Holdings or other investigation Sunrise or any of their Subsidiaries, threatened in writing by any Governmental Authority authority regarding any taxes relating to Holdings or Sunrise or any of their Subsidiaries. As of the tax liability Initial Borrowing Date, none of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien Holdings or other claim against the US Borrower Sunrise or any Subsidiary thereof of their Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of Holdings or Sunrise or any of their Subsidiaries. None of Holdings or Sunrise or any of their Subsidiaries has provided, with respect to unpaid taxes which has not been dischargedit or property held by it, resolved or adequately reserved for on the books any consent under Section 341 of the US Borrower and its SubsidiariesCode. The chargesNone of Holdings or Sunrise or any of their Subsidiaries has incurred, accruals and reserves on or will incur, any material tax liability in connection with the books Transaction or any other transactions contemplated hereby (excluding any future tax liabilities of Holdings or Sunrise or any of their Subsidiaries arising as a result of the US Borrower and any operation of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each Except as set forth on Schedule XII, Holdings and each of the US Borrower and its Subsidiaries has duly have timely filed or caused to be timely filed with the appropriate taxing authority, all federalFederal, state, provinciallocal, local foreign and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Holdings and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes payable by them other than taxes contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of any Credit Party, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries. As of the Restatement Effective Date, neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, is aware of any agreement or waiver extending any statute of limitations relating to the payment or collection of other taxes of Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other investigation taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings or any of its Subsidiaries has provided, with respect to itself or property held by it, any Governmental Authority consent under Section 341 of the Code. None of Holdings or any of its Subsidiaries has incurred, or will incur, any tax liability of in connection with the US Borrower and its Subsidiaries in each case, except as Acquisition or any other transactions contemplated hereby which could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeMaterial Adverse Effect.

Tax Returns and Payments. Each The Parent and each of the US Borrower and its Subsidiaries has duly have timely filed with the appropriate taxing authority all material returns, statements, forms and reports for taxes or caused an extension therefor (the “Returns”) required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paidby, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Parent and/or any of the US Borrower and its Subsidiaries and no Lien exists)where the failure to file such Returns would have, or would reasonably be expected to have, a Material Adverse Effect. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries as a whole for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Parent and each of its Subsidiaries have paid all taxes and assessments payable by it, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower Parent and its Subsidiaries in each caseaccordance with GAAP or the non-payment of which would not have, except as could or would not reasonably be expected to have have, a liability in excess Material Adverse Effect. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Parent or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on threatened by any authority regarding any taxes relating to the books of the US Borrower and Parent or any of its Subsidiaries in respect of federalthat would have, stateor would reasonably be expected to have, provincial, local and other taxes for all Fiscal Years and portions thereof since a Material Adverse Effect. Neither the organization of the US Borrower and Parent nor any of its Subsidiaries are have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations that would have, or would reasonably be expected to have, a Material Adverse Effect. Except as set forth on Schedule V, as of the Amendment and Restatement Effective Date, neither the Parent nor any of its Subsidiaries have incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby that would have, or would reasonably be expected to have, a Material Adverse Effect (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Parent or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US (a) The Borrower and each of its Subsidiaries has duly timely filed or caused all U.S. federal income tax returns, statements, forms and reports for taxes and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists(the "Returns"). Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries as a whole for the periods covered thereby. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with generally accepted accounting principles) for the payment of, all material U.S. federal, state and non-U.S. income taxes applicable for all taxes payable by them. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the knowledge of the Borrower or other investigation any of its Subsidiaries, threatened by any Governmental Authority authority regarding any taxes relating to the Borrower or any of the tax liability of the US Borrower and its Subsidiaries in each case, except as which could not reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books As of the US Effective Date, neither the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with any Vessel Acquisition. (b) The Borrower hereby represents and acknowledges that, to the judgment best of its knowledge, neither Administrative Agent (in any capacity) nor the Collateral Agent (in any capacity), nor any Joint Bookrunner (in any capacity), nor any Joint Lead Arranger (in any capacity), nor any Co-Arranger (in any capacity), nor any Lender (in any capacity), nor any employees or agents of, or other Persons affiliated with, the Administrative Agent (in any capacity), the Collateral Agent (in any capacity), any Joint Bookrunner (in any capacity), any Joint Lead Arranger (in any capacity), any Co-Arranger (in any capacity), or any Lender (in any capacity), have directly or indirectly made or provided any statement (oral or written) to the Borrower or any of its Subsidiaries or to any of their respective employees or agents, or other Persons affiliated with or related to it (or, so far as it is aware, to any other Person), as to the potential tax consequences of the Borrowers adequate, transactions constituting and contemplated by the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeCredit Documents.

Tax Returns and Payments. Each (a) The Company and the Company Subsidiaries have timely filed all Tax Returns concerning or attributable to the Company, the Company Subsidiaries or their operations, in each case as required by Legal Requirements. All Tax Returns are true and complete in all material respects. The Company and the Company Subsidiaries have timely paid all Taxes they are required to pay (whether or not shown on any Tax Return). The Company and the Company Subsidiaries have no liability for any Tax to be imposed upon them as of the US Borrower Closing Date that is not adequately provided for in the Company Financial Statements and its not included in the calculation of Company Net Working Capital. The Company and the Company Subsidiaries has duly filed have withheld or caused collected from each payment made to each of their employees and other third parties the amount of all Taxes required to be filed all federalwithheld or collected therefrom, stateincluding but not limited to, provincialU.S. federal income and excise taxes, local Federal Insurance Contribution Act taxes and other material tax returns required by Applicable Law to be filedFederal Unemployment Tax Act taxes, and has paidpaid the same to the proper Tax Authority or authorized depositories. Amounts accruing for the current period for such withholdings are similar to the amounts that accrued for such withholdings in past periods (without regard to withholdings resulting from payments contemplated by this Agreement). (b) There is no Tax deficiency currently outstanding, assessed or proposed against the Company or any Company Subsidiary, nor has the Company or any Company Subsidiary executed, since January 1, 2010, any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax. No audit or other examination of any Tax Return of the Company or any Company Subsidiary is presently in progress for which the Company or any Company Subsidiary has received written notice thereof, nor has the Company or any Company Subsidiary been notified by a Tax Authority in writing of any request for such an audit or other examination. No adjustment relating to any Tax Return filed by the Company or any Company Subsidiary has been proposed by any Tax Authority to the Company or any Company Subsidiary or any representative thereof for which the Company or any Company Subsidiary has received written notice thereof. No written claim has ever been made by a Tax Authority to the Company or any Company Subsidiary in a jurisdiction where Company or any Company Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) The Company and the Company Subsidiaries had no liabilities for unpaid Taxes as of the Company Balance Sheet Date that had not been accrued or reserved on the Company Financial Statements, whether asserted or unasserted, contingent or otherwise, and the Company and the Company Subsidiaries have not incurred any liability for Taxes since the Company Balance Sheet Date other than in the ordinary course of business. (d) The Company has made available to Acquiror or its legal counsel or accountants copies of all Tax Returns for the Company and the Company Subsidiaries filed for all periods beginning on or after January 1, 2010. (e) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. (f) Neither the Company nor any Company Subsidiary is, or made adequate provision for has been at any time during the payment ofapplicable period specified in Section 897(c)(1)(A)(ii) of the Code, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (g) Neither the Company nor any Company Subsidiary has (i) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was Company), (ii) ever been a party to any Tax sharing, indemnification or allocation agreement, nor does the Company or any Company Subsidiary owe any amount under any such agreement, and (iii) ever had any liability for the validity Taxes of which is currently being contested any person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of law or otherwise. Neither the Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in good faith by appropriate proceedings and with respect a distribution of stock intended to which adequate reserves in conformity with GAAP have been provided qualify for on the books tax-free treatment under Section 355 of the US Borrower Code. (h) The Company and its the Company Subsidiaries have not engaged in a reportable transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and no Lien existsidentified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2). Such returns accurately reflect . (i) The Company and the Company Subsidiaries use the accrual method of accounting for income Tax purposes. (j) The Company and the Company Subsidiaries are in compliance in all material respects with all liability for taxes terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”), and the consummation of the US Borrower transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. (k) The Company and the Company Subsidiaries are not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business or by virtue of having a source of income in that country. (l) The Company and the Company Subsidiaries are in compliance in all material respects with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and the Company Subsidiaries. All intercompany arrangements have been adequately documented, and such documents have been duly executed, in a timely manner. The prices for any property or services (or for the periods covered thereby. use of any property) provided by or to the Company are arm’s length prices for purposes of all applicable transfer pricing Legal Requirements, including Treasury Regulations promulgated under Section 482 of the Code. (m) The Company and the Company Subsidiaries will not be required to include any income or gain or exclude any deduction or loss from income for any taxable period or portion thereof after the Closing as a result of any (i) change in method of accounting made prior to the Closing, (ii) closing agreement under Section 7121 of the Code executed prior to the Closing, (iii) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code in connection with a transaction consummated prior to the Closing (or in the case of each of (i), (ii) and (iii), under any similar provision of applicable law), (iv) installment sale or open transaction disposition consummated prior to the Closing, (v) prepaid amount received prior to the Closing or (vi) Code Section 108(i) election made prior to the Closing. (n) There is no ongoing audit or examination agreement, plan, arrangement or other investigation by Contract covering any Governmental Authority current or former employee or other service provider of the tax liability Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or could reasonably be expected to, as a result of the US Borrower and its Subsidiaries in each casetransactions contemplated hereby (whether alone or upon the occurrence of any additional or subsequent events), except as give rise directly or indirectly to the payment of any amount that could not reasonably be expected to have a liability in excess be non-deductible under Section 162 of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Code (or any corresponding or similar provision of state, local or foreign Tax law) or characterized as a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax law). (o) Neither the Company nor any Company Subsidiary thereof is a party to, or otherwise obligated under, any Contract, agreement, plan or arrangement that provides for the Company or any Company Subsidiary to pay a Tax gross-up, equalization or reimbursement payment to any service provider, including, without limitation, with respect to unpaid any Tax-related payments under Sections 280G or 409A of the Code. Each Company Employee Plan and each other Contract, agreement, plan, program and arrangement maintained, established or entered into by the Company or any Company Subsidiary that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has since (i) January 1, 2005 been maintained and operated in good faith compliance with Section 409A of the Code or an available exemption therefrom, and (ii) January 1, 2009, been in documentary and operational compliance with Section 409A of the Code or an available exemption therefrom. None of the Company, any Company Subsidiary or the Acquiror has incurred or will incur any liability or obligation to withhold or report taxes which has not been discharged, resolved under Section 409A of the Code with respect to any Company Options or adequately reserved for any amounts deemed to be compensation subject to Section 409A of the Code. (p) (i) Each Company Option was granted with a per share exercise price that is at least equal to the fair market value of the Company Common Stock on the books date such Company Option was granted, (ii) no Company Option has a feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option, stock appreciation right or other similar right; (iii) to the extent a Company Option was granted after December 31, 2004, it was granted with respect to a class of stock of the US Borrower Company that is “service recipient stock” (within the meaning of Section 409A and the proposed or final regulations or other Internal Revenue Service guidance issued with respect thereto); and (iv) each Company Option has been properly accounted for in accordance with GAAP in the Company Financial Statements. (q) The Company derives less than twenty percent (20%) of its Subsidiaries. The charges, accruals and reserves on value from the books Indian Company Subsidiary or from any assets of the US Borrower and any of its Subsidiaries Company or such Company Subsidiary located in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeIndia.

Tax Returns and Payments. Each of the US Borrower Company and each of its Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate Governmental Authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for Taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of each of the US Borrower Company and its Subsidiaries and no Lien exists)Subsidiaries, as the case may be. Such returns The Returns accurately reflect in all material respects all liability for taxes Taxes of the US Borrower Company and its Subsidiaries as a whole for the periods covered thereby. Each of the Company and its Subsidiaries have paid all material Taxes payable by them (including in its capacity as withholding agent) which have become due other than those contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, consistently applied, and which would not individually or in the aggregate cause a Material Adverse Effect. There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending regarding any material Taxes relating to the Company or other investigation by any Governmental Authority of its Subsidiaries. As of the tax liability Closing Date, neither the Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material Taxes of the US Borrower and Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has incurred, or will incur, any material Tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future Tax liabilities of the Company or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business). The Company and each caseof its Subsidiaries have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Neither the Company nor any of its Subsidiaries have ever been a party to any “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Section 1.6011-4(b) of the Treasury Department Regulations, except as could not be reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien to, individually or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequateaggregate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been maderesult in a Material Adverse Effect.

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly All Tax Returns required to have been filed or caused to be filed all federalby, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paidon behalf of, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP to, any Acquired Entity (the “Acquired Entity Returns”) have been provided for on the books of the US Borrower timely and its Subsidiaries properly filed and no Lien exists). Such returns accurately reflect are accurate and complete in all material respects and disclose all liability for taxes of the US Borrower and its Subsidiaries Taxes required to be paid by, or with respect to, any Acquired Entity for the periods covered thereby. There No extension of time within which to file any Acquired Entity Return is no ongoing audit currently in effect (other than routine extensions available by statute). All Taxes (whether or examination or other investigation by not shown on any Governmental Authority Tax Return) for which any Acquired Entity may be liable have been timely and properly paid. The amount of the tax liability inclusion required pursuant to Section 965 of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof Code with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for all Acquired Entities is set forth on the books Part 2.14(a) of the US Borrower and its SubsidiariesDisclosure Schedule. The chargesCompany has made available to Parent accurate and complete copies of all Tax Returns filed by, accruals and reserves on behalf of, or with respect to, any Acquired Entity since December 31, 2014. To the books Knowledge of the US Borrower Company, there are no jurisdictions in which any Acquired Entity is required to file a material Tax Return other than the jurisdictions in which such Acquired Entity has filed Tax Returns. Since December 31, 2014, no written claim has been made by a Governmental Body in a jurisdiction where no Acquired Entity pays Taxes or files Tax Returns asserting that an Acquired Entity is or may be subject to Taxes assessed by such jurisdiction. Each of the Company Financial Statements and any of its Subsidiaries in respect of federal, state, provincial, local the Unaudited Interim Balance Sheet properly and other taxes adequately accrues or reserves for all Fiscal Years actual and portions contingent Liabilities for Taxes with respect to all periods through the dates thereof in accordance with the Company Account Principles. The Acquired Entities will establish, in the ordinary course of business and consistent with their past practices, reserves adequate for the payment of all Taxes for the period from the date of the Unaudited Interim Balance Sheet through the Closing Date. No Acquired Entity has incurred any liability for Taxes since the organization Unaudited Interim Balance Sheet outside of the US Borrower and any ordinary course of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness.

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly filed or caused with the appropriate taxing authority all return statements, forms and reports for Taxes (the "Returns") required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects respect all liability for taxes Taxes of each of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability of the US Borrower and its Subsidiaries have paid all Taxes payable by them other than those contested in each casegood faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, except as could not suit, proceeding, investigation, audit, or claim now pending or threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries which has had or would be reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against Except as set forth on Schedule VIII hereto, neither the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. None of the Borrower nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transaction contemplated hereby (it being understood that the representation contained in this sentence does not cover any future liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their respective businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal income tax and other material tax returns returns, statements, forms and reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, the Borrower and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability Borrower and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than (i) those that are immaterial and (ii) those being contested in good faith and adequately disclosed and fully provided for on the financial statements of the US Borrower and its Subsidiaries in each caseaccordance with GAAP. Except as set forth on Schedule 7.09, except as could not reasonably be expected there is no action, suit, proceeding, investigation, audit or claim now pending or, to have a liability in excess the best knowledge of $5,000,000. No Governmental Authority has asserted the Borrower, threatened by any Lien or other claim against authority regarding any taxes relating to the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The chargesExcept as provided in Schedule 7.09, accruals and reserves on the books as of the US Initial Borrowing Date, neither the Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federalFederal and all material state and foreign returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries Subsidiaries, as the case may be, for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability of the US Borrower and its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent or are being contested in each casegood faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 7.05(a), as of the Initial Borrowing Date there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any taxes relating to the Borrower or any of its Subsidiaries. As of the Initial Borrowing Date, except as could not reasonably be expected to have a liability set forth in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against Schedule VII, neither the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries are in not to be subject to the judgment normally applicable statute of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madelimitations.

Tax Returns and Payments. Each of the US Pension Contributions. Borrower and each of its Subsidiaries has duly filed or caused to be timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, provincial, and local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments assessments, deposits and governmental charges contributions owed by Borrower and such Subsidiaries in an amount greater than Ten Thousand Dollars ($10,000), in all jurisdictions in which Borrower or levies upon it and its propertyany such Subsidiary is subject to taxes, incomeincluding the United States, profits and assets which unless such taxes are due and payable (other than any amount the validity of which is currently being contested in accordance with the next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and with respect to which diligently instituted and conducted; (b) notifies Collateral Agent of the commencement of, and any material development in, the proceeding; and (c) adequate reserves in conformity with GAAP have been provided for or other appropriate provisions are maintained on the books of such Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the US reasonable judgment of the Collateral Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in an amount greater than Ten Thousand Dollars ($10,000) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and no Lien exists). Such returns accurately reflect deferred compensation plans in all material respects all liability for taxes accordance with their terms, and neither Borrower nor any of the US Borrower and its Subsidiaries for have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the periods covered thereby. There is no ongoing audit or examination or occurrence of any other investigation by event with respect to, any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as such plan which could not reasonably be expected to have a result in any liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on including any liability to the books of the US Borrower and Pension Benefit Guaranty Corporation or its successors or any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeGovernmental Authority.

Tax Returns and Payments. Each of All Federal, material state and ------------------------ other material returns, statements, forms and reports for taxes (the US Borrower and its Subsidiaries has duly filed or caused "Returns") required to be filed by or with respect to the income, properties or operations of the Acquired Business, of the Behring Acquired Business and of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all federalliability for taxes of the Acquired Business, stateof the Behring Acquired Business and of Holdings and its Subsidiaries, provincialas the case may be, local for the periods covered thereby. The Acquired Business, the Behring Acquired Business and Holdings and each of its Subsidiaries have paid all taxes payable by them other than taxes which are not yet due and payable, and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being those contested in good faith by appropriate proceedings and with respect to for which adequate reserves in conformity with GAAP have been provided for established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b), (c) and (d), there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Holdings and the Borrower, threatened by any authority regarding any taxes relating to the Acquired Business, to the Behring Acquired Business or to Holdings or any of its Subsidi aries. Except as set forth on the books Annex XV, as of the US Borrower and its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of First Amendment Effective Date, neither the US Borrower and its Subsidiaries for Acquired Business, the periods covered thereby. There is no ongoing audit Behring Acquired Business nor Holdings or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and Acquired Business, the Behring Acquired Business, Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Acquired Business, the Behring Acquired Business or Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Acquired Business, the Behring Acquired Business nor Holdings or any of its Subsidiaries have provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither the Acquired Business, the Behring Acquired Business nor Holdings or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Original Transaction, the Transaction, the Behring Transaction and the other transactions contemplated hereby. Notwithstanding anything contained in this Section 6.23 to the contrary, neither Holdings nor the Borrower will be in breach of any of the representations or warranties set forth in this Section 6.23 to the extent that such Credit Parties have a right to be indemnified by (x) the Seller or any of its Affiliates under the Acquisition Agreement or (y) by Hoechst or any of its Affiliates under the Behring Merger Agreement, in each case in respect of such taxes or other liabilities and then only so long as such Credit Parties are proceeding diligently to enforce such indemnification and are so indemnified by the Seller or Hoechst, as the case may be, within 90 days after requesting or demanding same." 10. Section 6.24 of the Credit Agreement is hereby amended by (i) deleting the phrase "Original Effective Date" appearing in the judgment first sentence of said Section and inserting in lieu thereof the phrase "First Amendment Effective Date" and (ii) deleting the text "and the incurrence of the Borrowers adequateOriginal Loans on such date . . . "Existing Indebtedness")" appearing in said Section and inserting in lieu thereof the text ", the Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeBehring Transaction (excluding Indebtedness permitted under Section 8.04(a) and Sections 8.04(c)-(t), the "Existing Indebtedness")".

Tax Returns and Payments. Each of the US Borrower and its Subsidiaries has duly filed or caused (a) All Tax Returns required to be filed all federal, state, provincial, local and other material tax returns required with any Governmental Body by Applicable Law to be filedor on behalf of the Company have been timely filed in accordance with applicable Legal Requirements, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local such Tax Returns were correct and other complete in all material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are respects. All Taxes shown as due and payable on such Tax Returns have been timely paid to the appropriate Governmental Body. (other than any amount b) Except as set forth on Schedule 4.25(b), all Tax Returns filed with respect to Tax years of the validity of which is currently being contested in good faith by appropriate proceedings Company through the Tax year ended 2013 have been examined and closed or are Tax Returns with respect to which adequate reserves the applicable period for assessment under applicable Legal Requirements, after giving effect to extensions or waivers, has expired. The Company is not delinquent in conformity the payment of any Tax nor has the Company requested an extension of time to file a Tax Return and not yet filed such return. The Company is not a beneficiary of any unexpired waiver or extension of any statute of limitations with GAAP have been provided respect to the assessment or collection of any Tax for on which the books Company may be liable. To the Knowledge of the US Borrower and its Subsidiaries and Company, no Lien exists). Such returns accurately reflect in all material respects all liability for taxes audit or other administrative proceeding is pending or Threatened, and, to the Knowledge of the US Borrower Company, no judicial proceeding is pending or Threatened, that involves any Tax or Tax Return filed or paid by or on behalf of the Company. (c) The Company is not and its Subsidiaries for has never been a member of an affiliated, consolidated, combined or unitary group other than one of which the periods covered therebyCompany was the common parent. There The Company is no ongoing audit not party to any Tax indemnification, Tax allocation or examination or other investigation Tax sharing agreements. (d) No unresolved claim has been made by any Governmental Authority Body in a jurisdiction where the Company does not file Tax Returns alleging that the Company is or may be subject to taxation by that jurisdiction or to a Tax Return filing requirement. (e) There are no Liens for Taxes (other than for current Taxes not yet due and payable or Taxes for which adequate reserves are reflected in the Financial Statements) on the assets of the tax liability Company. (f) The Company has made available to Buyer true and complete copies of all Tax Returns of the US Borrower Company for the Tax years beginning on or after January 1, 2007. (g) The Company has timely collected or withheld any Taxes required to be collected or withheld for all periods for which the statute of limitations has not yet expired, and its Subsidiaries has paid or remitted on a timely basis all Taxes required to be so paid or remitted to the applicable authority or depository. (h) The Company is not and has never been a party to any “reportable transaction” as defined in each case, except as could Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported or are not reasonably be expected yet required to have a liability been reported), or transactions that constitute “listed transactions” as defined in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeTreasury Regulations Section 1.6011-4(b)(2).

Tax Returns and Payments. (a) Each of the US Borrower and its Restricted Subsidiaries has duly have timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all federalFederal, state, provincial, local foreign and other material tax returns returns, statements, forms and reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and its Subsidiaries and no Lien exists)Restricted Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Restricted Subsidiaries for the periods covered therebythereby other than Taxes for which adequate reserves have been established in accordance with generally accepted accounting principles. There is no ongoing audit or examination or other investigation by any Governmental Authority Each of the tax liability of the US Borrower and its Restricted Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in each casegood faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. Except as disclosed in the financial statements referred to in Section 7.05(a), there is, as of the Initial Borrowing Date, no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrower, threatened by any authority regarding any taxes relating to the Borrower or its Restricted Subsidiaries. As of the Initial Borrowing Date, none of the Borrower or its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or its Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Initial Borrowing Date, none of the Borrower or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. None of the Borrower or its Restricted Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby. Additionally, all of the foregoing representations are true and correct as to all Unrestricted Subsidiaries of the Borrower (to the same extent they were Restricted Subsidiaries) except as to the extent any and all failures to be true and correct could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeMaterial Adverse Effect.

Tax Returns and Payments. Each of the US Borrower Holdings and each of its Subsidiaries has duly timely filed or caused to be timely filed with the appropriate taxing authority all federalFederal,, stateforeign, provincialstate and material local returns, local statements, forms and other material tax returns reports for taxes (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and/or any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries Subsidiaries, as applicable, for the periods covered thereby. Each of Holdings and each of its Subsidiaries has paid all taxes and assessments payable by it which have become due, other than (a) those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP and (b) immaterial amounts of taxes or assessments that Holdings and its Subsidiaries are not aware are due; provided that upon Holdings or such Subsidiary becoming aware that such taxes and assessments are due, such Person shall promptly pay all such taxes and assessments, together with any interest and additional charges thereon. There is no ongoing action, suit, proceeding, investigation, audit or examination claim now pending or, to the knowledge of Holdings or other investigation the Borrower, threatened (in writing) by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected authority regarding any taxes relating to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower Holdings or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books As of the US Borrower and Effective Date, neither Holdings nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transactions or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate business) or any additional taxes tax liability resulting from indemnification (or assessments for any of such years beyond those for which such reserves have been madeyield protection provisions) under this Agreement).

Tax Returns and Payments. Each of the US Parent, Holdings, the Borrower and its each of their Subsidiaries has duly timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) thereof with the appropriate taxing authority, all federalmaterial returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of each of the US Parent, Holdings, the Borrower and its Subsidiaries and no Lien exists)their Subsidiaries, as the case may be. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Parent, Holdings, the Borrower and its their Subsidiaries for the periods covered thereby. There Each of the Parent, Holdings, the Borrower and their Subsidiaries have paid all material taxes and assessments with respect to taxes payable by them which have become due other than those contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. As of the Initial Borrowing Date, there is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of the Parent, Holdings, the Borrower or other investigation any of their Subsidiaries, threatened in writing by any Governmental Authority authority regarding any taxes relating to the Parent, Holdings, the Borrower or any of their Subsidiaries. As of the Initial Borrowing Date, none of the Parent, Holdings, the Borrower or any of their Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of the Parent, Holdings, the Borrower or any of their Subsidiaries. None of the Parent, Holdings, the Borrower or their Subsidiaries has incurred or will incur any material tax liability in connection with the Transaction or any other transaction contemplated hereby (it being understood and agreed that the representations contained in this sentence do not cover any future tax liability of the US Borrower and Parent or its Subsidiaries in each case, except arising as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books result of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books operation of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are their business in the judgment ordinary course of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madebusiness).

Tax Returns and Payments. Each of the US Borrower Cardo and its Subsidiaries each other Acquired Entity (a) has duly filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it, if any, and all such Tax Returns are true and complete in all material respects, and (b) has paid all Taxes, assessments, fees and charges owed by any Acquired Entity (regardless of whether shown on any such Tax Return). Cardo and each other Acquired Entity, as applicable, has properly accrued on the Cardo Financial Statements for the payment of all Taxes, assessments, fees and charges payable by it that are not yet due and payable in respect of all periods covered by the Cardo Financial Statements. All Taxes of Cardo and each other Acquired Entity accrued following the end of the most recent period covered by the Financial Statements have been accrued in the ordinary course of business consistent with past practices and do not exceed comparable amounts incurred in similar periods in prior years. No Acquired Entity has been advised in writing (a) that any of its Tax Returns have been or are being audited or (b) of any deficiency in assessment or proposed adjustment to its federal, statestate or other Taxes (nor does any Acquired Entity have Knowledge of any such audit, provincialdeficiency or adjustment). No assessment or proposed adjustment of any Acquired Entity’s Taxes has been made or threatened in writing, local nor to the Acquired Entities Knowledge, is any pending. No Acquired Entity is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has been made in writing by a Governmental Authority in a jurisdiction where any Acquired Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction nor does any Acquired Entity have Knowledge of such a claim. There are no Liens filed on any of the assets of any Acquired Entity that arose in connection with the failure or alleged failure to pay any Tax. Each Acquired Entity has withheld and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for will withhold and pay prior to the payment ofClosing Date, all federalTaxes required to have been withheld and paid on or before the Closing Date in connection with amounts paid or owing to any employee, statecreditor, provincialdirector, local and other material taxes, assessments and governmental charges independent contractor or levies upon it and its property, income, profits and assets which are due and payable (other than third party. No Acquired Entity has waived any amount the validity statute of which is currently being contested limitations in good faith by appropriate proceedings and respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, unless the period to which adequate reserves in conformity with GAAP have it has been provided for on the books waived or extended has expired. No Acquired Entity has entered into a closing agreement pursuant to Section 7121 of the US Borrower Code or any equivalent provision of state, local or foreign Law. No Acquired Entity has made any payments, or is or will become obligated under any contract entered into on or before the Closing Date to make any payments in connection with the transactions contemplated by this Agreement, or in connection with a combination of the transactions contemplated by this Agreement and any other event, that will be non-deductible under Code Section 280G or subject to the excise tax under Code Section 4999 or that would give rise to any obligation to indemnify any Person for any excise tax payable pursuant to Code Section 4999. No Acquired Entity is a party to or bound by any Tax allocation or Tax sharing agreement or, to its Knowledge, has any current or potential obligation to indemnify any other Person with respect to Taxes. Except for consolidated income tax liabilities of any wholly-owned corporate Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all it has owned since their inception, neither Cardo nor any Acquired Entity has any liability for taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign income Tax Law), or as transferee, successor, by contract or otherwise. References in this Section to Cardo include references to any and all Subsidiaries of Cardo that may affect its liability. No Acquired Entity has participated in any reportable transaction as contemplated in Treasury Regulations Section 1.6011-4. No Acquired Entity will be required, as a result of a change in method of accounting for a taxable period ending on or prior to the US Borrower Closing Date, to include any adjustment under Section 481(c) or 263A of the Code (or any equivalent provision of state, local, or foreign Law) in taxable income for any taxable period (or portion thereof) beginning after the Closing. No Acquired Entity has been a member of an affiliated group (as defined in Section 1504 of the Code), filed or been included in a combined, consolidated or unitary income Tax Return (in each case other than with respect to a consolidated Tax group of which Cardo is the common parent), or is a partner, member, owner or beneficiary of any entity treated as a partnership (other than the Target Entities) or a trust for Tax purposes. No Acquired Entity has made any payments, nor will any become obligated under any contract entered into on or before the Closing Date to make any payments, that it reasonably believes would not be fully deductible under Section 162(m) of the Code. No Cardo Member is a “foreign person” within the meaning of Section 1445 of the Code and its Subsidiaries the Treasury Regulations promulgated thereunder. True, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Acquired Entities for the periods covered therebypast six (6) years have been furnished or made available to Parent. Cardo and the Acquired Entities have no deferred intercompany transactions within the meaning of Treasury Regulations Section 1.1502-13, and neither Cardo nor any Acquired Entity has an excess loss in the stock or equity of any entity as contemplated in Treasury Regulations Section 1.1502-19. To the Knowledge of the Acquired Entities, none of the assets of the Acquired Entities is “tax-exempt use property” within the meaning of Section 168(h) of the Code; and none of the assets of the Acquired Entities is required to be or is being depreciated pursuant to the alternative depreciation system under Section 168(g)(2) of the Code. There is currently no ongoing audit limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or examination or other investigation by similar items of any Governmental Authority of the tax liability Acquired Entities under Section 269, 382, 383, 384 or 1502 of the US Borrower Code and its Subsidiaries the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law). No Acquired Entity is subject to Tax in, engaged in each casebusiness in, except as could not reasonably be expected to nor does any have a liability in excess of $5,000,000permanent establishment in, any foreign jurisdiction. No Governmental Authority Acquired Entity has asserted any Lien or other claim against entered into a gain recognition agreement pursuant to Treasury Regulation Section 1.367(a)-8. No Acquired Entity has transferred an intangible asset the US Borrower or any Subsidiary thereof with respect transfer of which would be subject to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books rules of Section 367(d) of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeCode.

Tax Returns and Payments. Each of Parent, Holdings, the US Borrower and its each of their Subsidiaries has duly have timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, all federalFederal and all material state returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Parent and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of Parent, Holdings, the US Borrower and its Subsidiaries their respective Subsidiaries, as the case may be, for the periods covered thereby. There Each of Parent, Holdings, the Borrower and their respective Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 7.05(a), there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of Parent, Holdings or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Parent, Holdings, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of their respective Subsidiaries. As of the US Initial Borrowing Date, none of Parent, Holdings, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its their respective Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Parent, stateHoldings, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its Subsidiaries are in their respective Subsidiaries, or is aware of any circumstances that would cause the judgment taxable years or other taxable periods of Parent, Holdings, the Borrowers adequate, and the Borrowers do not anticipate any additional taxes Borrower or assessments for any of such years beyond those for which such reserves have been madetheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Parent, Holdings, the Borrower or any of their respective Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or the other transactions contemplated hereby.

Tax Returns and Payments. Each of (a) Holdings and the US Borrower and its Subsidiaries has duly Company have timely filed or caused to be timely filed with the appropriate taxing authority all federal, state, provincial, local federal and state income tax returns and all other material tax returns returns, domestic and foreign (the “Returns”) required by Applicable Law to be filed, and has paidfiled by, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of, Holdings and any of the US Borrower and its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of the US Borrower Holdings and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority Holdings and each of the tax liability of the US Borrower and its Subsidiaries have paid all material taxes and assessments payable by them which have become due, other than those that are being contested in each casegood faith and adequately disclosed and fully provided for as a reserve, except as could not reasonably be expected to have a liability if required by and in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof accordance with respect to unpaid taxes which has not been dischargedGAAP, resolved or adequately reserved for on the books financial statements of the US Borrower Holdings and its Subsidiaries. The chargesExcept as set forth in Schedule 7.09, accruals and reserves on there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the books best knowledge of Holdings, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries. As of the US Borrower and Funding Date except as set forth in Schedule 7.09, neither Holdings nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings or any of its Subsidiaries, state, provincial, local and or is aware of any circumstances that would cause the taxable years or other taxes for all Fiscal Years and portions thereof since the organization taxable periods of the US Borrower and Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction and any restructuring undertaken in connection therewith or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business). (b) Except as delivered to you pursuant to Section 4.23(vii), there exists no tax sharing, tax allocation or similar agreements as to which Holdings or any of its Subsidiaries is a party. The Tax Sharing Agreements are in the judgment full force and effect and have not been modified or amended except as advised pursuant to Section 4.23(vii). As of the Borrowers adequateEffective Date, and the Borrowers do not anticipate any additional taxes there is no amount owing by Holdings or assessments for any of its Subsidiaries to any Person in respect of taxable income accrued prior to such years beyond those for which such reserves have been madedate.

Tax Returns and Payments. Each Except as disclosed in Section 3.15 of the US Borrower Disclosure Schedules, each of the Company and each of its Subsidiaries has duly filed or caused all federal income tax returns and all other domestic and foreign tax returns and reports required to be filed by it and has paid all federaltaxes and assessments payable by it which have become due, stateexcept for those contested in good faith and adequately reserved against (in the good faith determination of the Company), provincialall of which, local to the extent outstanding on the Closing Date, have been disclosed by the Company in the SEC Reports. All such returns and other reports are true and correct in all material tax returns required by Applicable Law to be filedrespects. Except as disclosed in Section 3.15 of the Disclosure Schedules, each of the Company and each of its Subsidiaries has paid, or made has provided adequate provision reserves (in the good faith judgment of the Company) for the payment of, all material federal, state, provincial, local state and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which foreign taxes that are not yet due and payable (other than any amount for all fiscal years, including the validity of which is currently being contested current fiscal year, to date. Except as disclosed in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books Section 3.15 of the US Borrower and Disclosure Schedules, no action, suit, proceeding, investigation, audit or claim is now pending or, to the knowledge of the Company or its Subsidiaries, threatened by any authority regarding any taxes relating to the Company or any of its Subsidiaries and no Lien exists). Such returns accurately reflect in all material respects all liability for taxes of the US Borrower and its Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the US Borrower and its Subsidiaries in each case, except as could not which would reasonably be expected to have a liability in excess of $5,000,000Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books As of the US Borrower and its Subsidiaries. The chargesClosing Date, accruals and reserves on neither the books of the US Borrower and Company nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other limitations relating to the payment or collection of taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and Company or any of its Subsidiaries. Except as disclosed in Section 3.15 of the Disclosure Schedules, no tax return of the Company or any of its Subsidiaries are in is or has been the judgment subject of an audit or examination by any taxing authority, other than any such audit or examination which has been completed or closed. Each of the Borrowers adequateCompany and its Subsidiaries has withheld from each payment made to any of its past or present employees, officers and directors, and any other person, the Borrowers do not anticipate any additional amount of all material taxes or assessments for any of such years beyond those for which such reserves have been madeand other deductions required to be withheld therefrom and paid the same to the proper taxing authority within the time required by law.

Tax Returns and Payments. Each of Holdings, the US Borrower and its each of their Subsidiaries has duly have timely filed or caused to be filed timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing -authority, all federalFederal and all material state returns, statestatements, provincial, local forms and other material tax returns reports for taxes (the "Returns") required by Applicable Law to be filed, and has paid, filed by or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Holdings and/or any of its Subsidiaries and no Lien exists)Subsidiaries. Such returns The Returns accurately reflect in all material respects all liability for taxes of Holdings, the US Borrower and its Subsidiaries their respective Subsidiaries, as the case may be, for the periods covered thereby. There Each of Holdings, the Borrower and their respective Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and for which adequate reserves have been established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 7.05(a), there is no ongoing audit material action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of Holdings or other investigation the Borrower, threatened by any Governmental Authority of authority regarding any taxes relating to Holdings, the tax liability of the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of their respective Subsidiaries. As of the US Second Restatement Effective Date, none of Holdings, the Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and nor any of its their respective Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federallimitations relating to the payment or collection of taxes of Holdings, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and or any of its their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings, the Borrower or any of their respective Subsidiaries are not to be subject to the normally applicable statute of limitations. None of Holdings, the Borrower nor any of their respective Subsidiaries has incurred, or will incur, any material tax liability in connection with the judgment of the Borrowers adequate, Transaction and the Borrowers do not anticipate any additional taxes or assessments for any of such years beyond those for which such reserves have been madeother transactions contemplated hereby.

Tax Returns and Payments. Each (a) All payments which a Credit Party is liable to make under the Credit Documents to which it is a party can properly be made without deduction or withholding for or on account of any Tax payable under any law of any relevant jurisdiction applicable as of the US Borrower Effective Date. (b) The Parent and each of its Subsidiaries has duly timely filed or caused with the appropriate taxing authorities all material U.S. federal income tax returns, statements, forms and reports for taxes and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books income, properties or operations of the US Borrower and Parent and/or any of its Subsidiaries and no Lien exists(the “Returns”). Such returns All such Returns accurately reflect in all material respects all liability for taxes of the US Borrower Parent and its Subsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on all such Returns and all other material U.S. federal, state and non-U.S. taxes that have become due and payable. (c) There is no ongoing audit action, suit, proceeding, investigation, audit, or examination claim now pending or, to the best knowledge of the Parent or other investigation any of its Subsidiaries, threatened by any Governmental Authority authority regarding any Taxes relating to the Parent or any of its Subsidiaries. (d) As of the tax liability of Effective Date, neither the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against the US Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged, resolved or adequately reserved for on the books of the US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and Parent nor any of its Subsidiaries in respect has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since limitations relating to the organization payment or collection of Taxes of the US Borrower and Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries are not to be subject to the normally applicable statute of limitations. (e) Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the judgment meaning of Section 6011 of the Borrowers adequate, and Code or (ii) has any actual or potential liability for the Borrowers do not anticipate taxes of any additional taxes Person (other than the Parent or assessments for any of such years beyond those for which such reserves have been madeits present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).