Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth (i) Each of Seller and Subsidiary (w) has prepared in the SEC Reports good faith and as set forth in Schedule 6.15 hereto, the Company duly and each Subsidiary has timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined below) required to be filed by it, and all such Tax Returns are complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (x) with respect to any Tax Returns that are required to be filed after the date hereof but prior to the Closing Date, each of Seller and Subsidiary shall prepare in good faith and duly and timely file (taking into account any extension of time within which to file) all such entity Tax Returns and such Tax Returns shall be complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (y) has timely paid all Taxes owed (as defined below) relating to Purchased Assets that it is (or was) required to pay, whether or not shown as due on any Tax Return). All such Tax Returns were complete and correctReturns, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required it has been obligated to have been withheld and paid in connection with withhold from amounts paid or owing to any Employeeemployee, creditor, independent contractor, shareholder, member creditor or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment , except with respect to or proposed adjustment matters contested in good faith for which adequate reserves have been established and which are set forth in Section 6.14(i) of the Company Seller Disclosure Letter; and (z) has not waived any statute of limitations with respect to Taxes relating to Purchased Assets or agreed to any extension of time with respect to a Tax assessment or deficiency. Seller and Subsidiary have complied in all material respects with all applicable Laws relating to Taxes relating to Purchased Assets. Except as set forth in Section 6.14(i) of the Seller Disclosure Letter, there are no pending, or to the Knowledge of Seller, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters relating to Purchased Assets involving Seller or Subsidiary. Seller has made available to Purchaser true and correct copies of the Israeli Tax Returns and German income and VAT Tax Returns filed by Seller and Subsidiary for each of the fiscal years ended December 31, 2006, 2005 and 2004; neither Seller nor Subsidiary has filed (and was not required to file) any income or VAT Tax Returns in any jurisdictions other than Israel and Germany for such fiscal periods, and no claims have been made relating to Purchased Assets by any other jurisdiction that Seller and/or Subsidiary is or may be subject to income or VAT taxation by that jurisdiction. The unpaid Taxes of Seller and Subsidiary (A) did not, as of the date hereof, exceed the reserves for Tax liabilities (rather than any Subsidiaries reserve for deferred Taxes is pending orestablished to reflect timing differences between book and Tax income) and (B) will not exceed such reserves as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller and Subsidiary in filing their Tax Returns. Neither Seller nor Subsidiary has incurred any liability for Taxes relating to Purchased Assets outside the ordinary course of business consistent with past custom and practice. Seller and Subsidiary are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement, approval or order of any Governmental Body relating to Purchased Assets and, to the knowledge Knowledge of Seller, subject to receipt of the CompanyApprovals required herein, threatenedthe execution of this Agreement will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement or order. (ii) There are no Tax sharing agreements or similar agreements relating to Purchased Assets under which Seller or Subsidiary could be liable for the Taxes of any Person that is neither Seller nor Subsidiary of Seller. There is are no tax lien (other than material Liens for current Taxes on Purchased Assets except for Taxes not yet due or payable. Except as would not reasonably be expected to have a Seller Material Adverse Effect, all inter-company transactions and payable), imposed by any taxing authority, outstanding against the assets, properties charges between and among Seller and Subsidiary or the business of the Company Purchaser or any of its subsidiaries relating to Purchased Assets are at arm’s-length terms or other terms permitted by applicable Laws with respect to Taxes. (iii) No elections have been made under U.S. Treasury regulations Section 301.7701-3 with respect to Seller or Subsidiary. 6.15.2. (iv) Neither the Company Seller nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) is (or any corresponding provision has been) a “controlled foreign corporation” within the meaning of state, local or foreign tax lawCode Section 957. (v) by reason of a change in accounting method or otherwise, and neither the Company Neither Seller nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been (or is held, directly or indirectly, an interest in) a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporationcorporation within the meaning of Code Section 897(c)(2). (vi) Neither Seller nor Subsidiary is “engaged in trade or business within the United States” as that within the meaning of Code Section 882 or otherwise subject to U.S. federal income tax on a net income basis. As used in this Agreement, (A) the term is defined “Tax” (including, with correlative meaning, the term “Taxes”) includes all United States, federal, state, local and foreign (including, without limitation, Israeli and German) income, profits, franchise, gross receipts, environmental, customs duty, share capital, severance, stamp, payroll, sales, employment, social security (or similar), unemployment, disability, use, property, withholding, excise, production, value added, occupancy, alternative or add-on minimum and other taxes, duties or assessments of any nature whatsoever relating to Purchased Assets, together with all interest, indexation penalties and other penalties and additions imposed with respect to such amounts and any interest in Section 897 respect of such penalties and additions, and (B) the Codeterm “Tax Return” includes all returns and reports (including elections, declarations, disclosures, amendments, schedules, estimates and information returns) required to be supplied, or supplied, to a Tax authority relating to Taxes.

Tax Returns and Payments. 6.15.1. Except as set forth Each of the Company and each of its Subsidiaries has timely filed or caused to be timely filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority, 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 Company and/or its Subsidiaries, except where the failure to take such actions could not, either individually or in the SEC Reports aggregate, reasonably be expected to have a Material Adverse Effect. The Returns accurately reflect in all material respects all material liability for taxes of the Company and as set forth its Subsidiaries for the periods covered thereby except for amounts for which adequate reserves have been established in Schedule 6.15 heretoaccordance with GAAP and except where noncompliance with the foregoing could not, either individually or in the aggregate, reasonably be expected to have Material Adverse Effect. Each of the Company 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 and except where the failure to take such actions could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Company, threatened by any authority regarding any taxes relating to the Company 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 Closing Date, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to its Subsidiaries have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established properly accrued adequate reserves in accordance with GAAP for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment any material amount of taxes in dispute for a Return which is the Company and/or subject of any Subsidiaries Taxes is pending or, waiver extending the statute of limitations relating to the knowledge payment or collection of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business taxes of the Company or any Subsidiaryof its Subsidiaries. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company Each Credit Party and each Subsidiary thereof has duly filed all Tax Returns required or caused to be filed all federal, state, local and other tax returns required by itApplicable Law to be filed, and each such entity has timely paid paid, or made adequate provision for the payment of, all Taxes owed (whether federal, state, local and other taxes, assessments and governmental charges or not shown on any Tax Return). All such Tax Returns were complete levies upon it and correctits property, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status profits and assets which are due and payable (other matters than (A) any amount the validity of such entity which is currently being contested in good faith by appropriate proceedings and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment which reserves in conformity with GAAP have been provided for on the books of the Company and/or relevant Credit Party or (B) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect). Such returns accurately reflect in all material respects all liability for taxes of any Subsidiaries Taxes Credit Party or any Subsidiary thereof for the periods covered thereby. There is pending no ongoing audit or examination or, to the knowledge of the CompanyBorrower, threatenedother investigation by any Governmental Authority of the tax liability of any Credit Party or any Subsidiary thereof, in each case that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is no tax lien No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (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 current Taxes not yet due and payable), imposed by any taxing authority, outstanding against on the assets, properties or the business books of the Company relevant Credit Party and (b) Permitted Liens or any Subsidiary. 6.15.2(c) to the extent such Lien or claim could not reasonably be expected to have a Material Adverse Effect). Neither The charges, accruals and reserves on the Company nor any books of each Credit Party and each Subsidiary has agreed to make any adjustment under Section 481(a) thereof in respect of the Internal Revenue Code of 1986federal, as amended (the “Code”) (or any corresponding provision of state, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or foreign tax law) by reason any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments of a change in accounting method or otherwise, and neither the Company nor material amount for any Subsidiary will be required to make any of such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codeyears.

Tax Returns and Payments. 6.15.1. Except as set forth in All Federal, state, foreign and other material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, business, assets, operations, activities, status properties or operations of the Borrower and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of the Borrower and its Subsidiaries for the periods covered thereby. The Borrower and each of its Subsidiaries have paid all taxes payable by them other than immaterial taxes and other matters of such entity taxes which are not yet due and any payable, and other information required to be shown thereon. The Company than those contested in good faith by appropriate proceedings and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of the CompanyBorrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against authority regarding any taxes relating to the assets, properties Borrower or the business any of its Subsidiaries. As of the Company Effective Date, neither the Borrower 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 Borrower or any Subsidiary. 6.15.2of 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 not to be subject to the normally applicable statute of limitations. Neither the Company Borrower nor any Subsidiary has agreed of its Subsidiaries have provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) 341 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company Borrower nor any Subsidiary of its Subsidiaries has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability companyincurred, or will incur, any material tax liability in connection with the Transaction and the other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codetransactions contemplated hereby.

Tax Returns and Payments. 6.15.1. Except as set forth would not reasonably be expected to have, either individually, or in the SEC Reports aggregate, a Material Adverse Effect, (a) there are no ongoing actions, suits, proceedings, investigations, audits, proposed or pending tax assessments, deficiencies or claims, to the best knowledge of Holdings or any of its Subsidiaries, being asserted by any Governmental Authority regarding any Taxes relating to Holdings or any of its Subsidiaries; (b) each of Holdings and as set forth each of its Subsidiaries has paid or caused to be paid all Taxes and assessments payable by it which have become due, other than those that are being contested in Schedule 6.15 heretogood faith and for which Holdings, the Company Borrower or any of its Subsidiaries (as the case may be) has adequately disclosed and fully provided for on its financial statements in accordance with GAAP; (c) as of the Closing Date, (i) neither Holdings nor any of its Subsidiaries has entered into a written agreement or waiver 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 Holdings or any of its Subsidiaries, and (ii), to the best knowledge of Holdings or any of its Subsidiaries, the taxable years or other taxable periods of Holdings or any of its Subsidiaries are subject to the normally applicable statute of limitations; and (d) each of Holdings and each Subsidiary of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all Tax Returns returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by itby, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties, assetsor operations of, operationsit. Except as would not reasonably be expected to have, activitieseither individually, status or in the aggregate, a Material Adverse Effect, each such Return accurately reflects all liability for Taxes of Holdings and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986its Subsidiaries, as amended (applicable, for the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codeperiods covered thereby.

Tax Returns and Payments. 6.15.1. Except as set forth (i) Each of MediVision and its Subsidiaries (w) has prepared in the SEC Reports good faith and as set forth in Schedule 6.15 hereto, the Company duly and each Subsidiary has timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined below) required to be filed by it, and all such Tax Returns are complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (x) with respect to any Tax Returns that are required to be filed after the date hereof but prior to the Effective Time, each of MediVision and its Subsidiaries shall prepare in good faith and duly and timely file (taking into account any extension of time within which to file) all such entity Tax Returns and such Tax Returns shall be complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (y) has timely paid all Taxes owed (as defined below) that it is (or was) required to pay, whether or not shown as due on any Tax Return). All such Tax Returns were complete and correctReturns, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required it has been obligated to have been withheld and paid in connection with withhold from amounts paid or owing to any Employeeemployee, creditor, independent contractor, shareholder, member creditor or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment , except with respect to or proposed adjustment matters contested in good faith for which adequate reserves have been established and which are set forth in Section 5.01(l)(i) of the Company MediVision Disclosure Letter; and (z) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. MediVision and its Subsidiaries have complied in all material respects with all applicable Laws relating to Taxes. Except as set forth in Section 5.01(l)(i) of the MediVision Disclosure Letter, there are no pending, or to MediVision’s knowledge, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters involving MediVision or any of its Subsidiaries. MediVision has made available to OIS true and correct copies of the Israeli Tax Returns and German income and VAT Tax Returns filed by MediVision and its Subsidiaries for each of the fiscal years ended December 31, 2006, 2005 and 2004; neither MediVision nor any of it Subsidiaries has filed (and was not required to file) any income or VAT Tax Returns in any jurisdictions other than Israel and Germany for such fiscal periods, and no claims have been made by any other jurisdiction that MediVision and/or its Subsidiaries is or may be subject to income or VAT taxation by that jurisdiction. The unpaid Taxes of MediVision and its Subsidiaries (A) did not, as of the date hereof, exceed the reserves for Tax liabilities (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (B) will not exceed such reserves as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of MediVision and its Subsidiaries in filing their Tax Returns. Neither MediVision nor any of its Subsidiaries has incurred any liability for Taxes is pending oroutside the ordinary course of business consistent with past custom and practice. MediVision and each of its Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement, approval or order of any Governmental Entity and, to the knowledge MediVision’s knowledge, subject to receipt of the CompanyInvestment Center Approvals and the other Approvals required herein, threatenedthe consummation of the Merger will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement or order. (ii) There are no Tax sharing agreements or similar agreements under which MediVision or any of its Subsidiaries could be liable for the Taxes of any Person that is neither MediVision nor a current Subsidiary of MediVision. There is are no tax lien (other than material Liens for current Taxes on any of MediVision’s assets except for Taxes not yet due or payable. Except as would not reasonably be expected to have a MediVision Material Adverse Effect, all intercompany transactions and payable), imposed by charges between and among MediVision and any taxing authority, outstanding against the assets, properties of its Subsidiaries or the business of the Company OIS or any Subsidiaryof its subsidiaries are at arm’s-length terms or other terms permitted by applicable Laws with respect to Taxes. 6.15.2. Neither (iii) MediVision is not currently a “Passive Foreign Investment Company” within the Company nor any Subsidiary has agreed to make any adjustment under meaning of Section 481(a1297(a) of the Internal Revenue Code of 1986, as amended (the “CodePFIC”) and was not a PFIC during its 2004, 2005 and 2006 Tax years. (iv) No elections have been made under U.S. Treasury regulations Section 301.7701-3 with respect to MediVision or any corresponding provision of state, local or foreign tax lawits Subsidiaries. (v) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result None of the transactions payments or distributions to any of the Holders (as defined in Section 4.02(h) herein) contemplated by this Agreement. Agreement will be subject to Tax withholding pursuant to the provisions of Code Section 3406, and MediVision has obtained (or will obtain) all necessary documentation and information from the relevant Holder(s) to properly substantiate any applicable exception from the Tax withholding provisions of Code Section 3406 and will provide any such documentation and information to OIS prior to the Closing. (vi) Neither the Company MediVision nor any Subsidiary of its Subsidiaries is (or has been) a “controlled foreign corporation” within the meaning of Code Section 957. (vii) Neither MediVision nor any of its Subsidiaries has been (or is held, directly or indirectly, an interest in) a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporationcorporation within the meaning of Code Section 897(c)(2). (viii) Neither MediVision nor any of its Subsidiaries is “engaged in trade or business within the United States” as that within the meaning of Code Section 882 or otherwise subject to U.S. federal income tax on a net income basis. As used in this Agreement, (A) the term is defined “Tax” (including, with correlative meaning, the term “Taxes”) includes all United States, federal, state, local and foreign (including, without limitation, Israeli and German) income, profits, franchise, gross receipts, environmental, customs duty, share capital, severance, stamp, payroll, sales, employment, social security (or similar), unemployment, disability, use, property, withholding, excise, production, value added, occupancy, alternative or add-on minimum and other taxes, duties or assessments of any nature whatsoever, together with all interest, indexation penalties and other penalties and additions imposed with respect to such amounts and any interest in Section 897 respect of such penalties and additions, and (B) the Codeterm “Tax Return” includes all returns and reports (including elections, declarations, disclosures, amendments, schedules, estimates and information returns) required to be supplied, or supplied, to a Tax authority relating to Taxes.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company Each of Parent and each Subsidiary of its Restricted Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all Tax Returns returns, statements, forms and reports for taxes (the “Returns”) required to be filed by itby, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of, assetsParent and/or any of its Restricted Subsidiaries except where the failure to do any of the foregoing could not reasonably be expected to have, operationseither individually, activitiesor in the aggregate, status and other matters a Material Adverse Effect. Each of such entity and any other information required to be shown thereon. The Company Parent and each Subsidiary of its Restricted Subsidiaries has withheld and paid all Taxes required to taxes and assessments payable by it which have been withheld become due, other than those (i) that are being contested in good faith and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to which reserves in conformity with GAAP (to the extent required thereby) have been provided on the books of Parent or proposed adjustment of the Company and/or any Subsidiaries Taxes relevant Restricted Subsidiary or (ii) as to which the failure to pay could not reasonably be expected to have, either individually, or in the aggregate, a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the CompanyParent or any of its Restricted Subsidiaries, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authorityauthority regarding any taxes relating to Parent or any of its Restricted Subsidiaries except as could not reasonably be expected to have, outstanding against either individually, or in the assetsaggregate, properties or the business a Material Adverse Effect. As of the Company Effective Date, neither Parent nor any of 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 Parent or any Subsidiary. 6.15.2. Neither of its Restricted Subsidiaries, or is aware of any circumstances that would cause the Company nor taxable years or other taxable periods of Parent or any Subsidiary has agreed of its Restricted Subsidiaries not to make any adjustment under Section 481(a) be subject to the normally applicable statute of the Internal Revenue Code of 1986limitations except, in each case, as amended (the “Code”) (or any corresponding provision of statecould not reasonably be expected to have, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability companyeither individually, or other arrangement or Contract which could be treated as in the aggregate, a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeMaterial Adverse Effect.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in described on Schedule 6.15 hereto, 4.11: (a) All material Taxes required to be paid by the Company and each Subsidiary Rock Creek have been timely paid or caused to be paid through the date hereof and as of the Closing; (b) Each of the Company and Rock Creek has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by itit with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correctcorrect in all material respects as of the time of filing; (c) All material Taxes required to be paid with respect to the Purchased Assets have been timely paid or caused to be paid through the date hereof and as of the Closing; (d) The Seller has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it with respect to the Purchased Assets with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and such Tax Returns correctly reflected were complete and correct in all material respects as of the facts regarding time of filing; (e) There are no ongoing Tax audits and no waivers of statutes of limitations have been given or requested with respect to the incomeCompany, businessRock Creek or Seller with respect to any of the Purchased Assets; (f) The assets and properties of the Company and Rock Creek are not subject to any Tax liens, assetsother than liens for Taxes not yet due and payable or being contested in good faith through appropriate proceedings and for which adequate reserves are maintained in the appropriate financial statements; (g) No unresolved deficiencies or additions to Taxes have been proposed, operationsasserted or assessed in writing against the Company, activitiesRock Creek or any of the Purchased Assets by any Governmental Authority; (h) No claim has been made in writing within the last three years by any Governmental Authority in a jurisdiction in which the Company, status Rock Creek and other matters Seller do not file Tax Returns that the Company, Rock Creek or Seller is or may be subject to taxation by that jurisdiction; (i) All material amounts of such entity and any other information Taxes required to be shown thereon. The withheld or collected by Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid or Rock Creek in connection with amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholdercreditor or stockholder have been withheld and collected and, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment the extent required by law, timely paid to the appropriate Governmental Authority; (j) Each of the Company and/or any Subsidiaries Taxes and Rock Creek is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment classified as a result of disregarded entity for federal and Nevada income Tax purposes and will continue to be classified as a disregarded entity for federal income Tax purposes through the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or Closing; and (k) Seller is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a U.S. domestic partnership for federal income tax purposes. Neither Tax purposes and will continue to be classified as a U.S. domestic partnership through the Company nor any Subsidiary Closing and until the Note is or has ever been a “United States real property holding corporation” as that term is defined satisfied in Section 897 of the Codefull.

Tax Returns and Payments. 6.15.1. Except as set forth in for the SEC Reports extension, to March 31, 1997, of the filing deadline for the tax returns due September 15, 1996 for the Borrower's fiscal year ended June 30, 1996, each of the Borrower and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary its Subsidiaries has filed all Tax Returns tax returns required to be filed by it, it (which are true and each such entity correct in all material respects) and has timely paid all Taxes owed taxes and assessments due and payable, other than (whether or a) those not shown on any Tax Return). All such Tax Returns were complete yet delinquent and correct(b) those contested in good faith and for which adequate reserves have been established, except, solely with respect to tax returns and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status taxes and other matters of such entity and any other information assessments required to be shown thereonfiled or paid by or on behalf of any such Person relating to periods prior to the Closing Date, for any failure which, individually or in the aggregate, would not have a Material Adverse Effect. The Company Each of the Borrower and each Subsidiary its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid paid, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established provided adequate reserves (in accordance with GAAP) for the payment of, all federal, state, local and foreign income taxes (including, without limitation, franchise taxes based upon income) applicable for all Taxes accrued but not yet payable. No deficiency assessment prior fiscal years and for the current fiscal year to the date hereof except, solely with respect to tax returns and taxes and assessments required to be filed or proposed adjustment paid by or on behalf of the Company and/or any Subsidiaries Taxes is pending or, such Person relating to the knowledge of period prior to the CompanyClosing Date, threatened. There is no tax lien (other than for current Taxes any failures which, individually or in the aggregate, would not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2have a Material Adverse Effect. Neither the Company Borrower nor any Subsidiary has agreed of its Subsidiaries know of any proposed tax assessment against any such Person that could reasonably be expected to make any adjustment under Section 481(a) of have a Material Adverse Effect which is not being actively contested in good faith by such Person to the Internal Revenue Code of 1986extent affected thereby in good faith and by appropriate proceedings; PROVIDED, HOWEVER, that such reserves or other appropriate provisions, if any, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will shall be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has in conformity with GAAP shall have been made or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codeprovided therefor.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 heretoVanguard, the Company VHS Holdco I and each Subsidiary of the Subsidiaries of VHS Holdco I (the “VHS Subsidiaries”) has filed all federal income Tax Returns returns and all other material Tax returns, domestic and foreign, required to be filed by itit and has paid all material Taxes levied or imposed upon it or its income, profits or properties that are due and payable (including in its capacity as a withholding agent), other than those which are being contested in good faith by appropriate proceedings diligently conducted and which are fully provided for on the financial statements of Vanguard, VHS Holdco I or the VHS Subsidiaries (as applicable) in accordance with GAAP, (b) Vanguard, VHS Holdco I and each such entity has timely paid of the VHS Subsidiaries have at all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established times provided adequate reserves (in accordance with GAAP) for the payment of all material Taxes applicable for all Taxes accrued but not yet payable. No deficiency assessment with respect prior fiscal years and for the current fiscal year to date, (c) there is no action, suit, deficiency, proceeding, investigation, audit, or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of the Companyany Credit Party, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened in writing by any taxing authorityauthority regarding any Taxes relating to Vanguard, outstanding against VHS Holdco I or any of the VHS Subsidiaries that could reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business, assets, properties liabilities, operations or condition (financial or otherwise) of VHS Holdco I and the business VHS Subsidiaries taken as a whole and (d) as of the Company Initial Borrowing Date, none of Vanguard, VHS Holdco I nor any of the VHS Subsidiaries has entered into an agreement or waiver which is currently in effect or has pending a request to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of Vanguard, VHS Holdco I or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code VHS Subsidiaries, or is aware of 1986any circumstances that would cause the taxable years or other taxable periods of Vanguard, as amended (the “Code”) (VHS Holdco I or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by VHS Subsidiaries not to be subject to the normally applicable statute of limitations. Notwithstanding anything to the contrary in this Agreement. Neither Section 7.09, the Company nor any Subsidiary has been or is a party representations of Vanguard in this Section 7.09 are limited to any tax sharing or similar agreement. Neither Taxes and Tax matters related to the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither ownership of VHS Holdco I and the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeVHS Subsidiaries.

Tax Returns and Payments. 6.15.1. Except as set forth (a) Sellers and any applicable Affiliates thereof will, in the SEC Reports accordance with Applicable Law, duly and as set forth in Schedule 6.15 hereto, the Company timely prepare and each Subsidiary has filed file all Tax Returns required to be filed by itor with respect to the Companies with respect to any Pre-Closing Tax Period, and each such entity has all Tax Returns filed on a combined, consolidated, group, or unified basis that include Sellers or any Affiliate of Sellers other than the Companies and Buyer shall duly and timely paid prepare and file all Taxes owed (whether other Tax Returns required to be filed by or not shown on any Tax Return)with respect to the Companies. All Tax Returns with respect to any Pre-Closing Tax Period shall be prepared, completed, and filed in a manner consistent with past practices regarding such Tax Returns were complete concerning the income, properties, or operations of the Companies (including elections and correctaccounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by Buyer and Sellers prior to the filing thereof. All Tax Returns with respect to any Pre-Closing Tax Period or Straddle Period shall correctly and accurately set forth the amount of any Taxes relating to the applicable period and the party preparing and filing such Tax Returns correctly reflected shall pay within the facts regarding the income, business, assets, operations, activities, status time and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid manner prescribed by law all Taxes required to have been withheld due and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment payable with respect to such Tax Returns. Sellers or proposed adjustment Buyer (as the case may be) shall pay the other for any Taxes for which a Seller or Buyer, respectively, is liable pursuant to Section 7.1 but which are payable with any Tax Return to be filed by the other pursuant to this Section 7.2 upon the written request of the Company and/or any Subsidiaries Taxes is pending orparty entitled to payment, setting forth in detail the computation of the amount owed by Sellers or Buyer (as the case may be), at least 10 Business Days prior to the knowledge due date for paying such Taxes. (b) A nationally recognized “Big Four” independent registered public accounting firm other than PricewaterhouseCoopers LLP that (x) does not have a conflict of interest with respect to such engagement that is not waived by the parties and (y) is mutually acceptable to Buyer and the Seller Representative (such firm, the “Accounting Firm”) will conduct a complete review of the Company, threatened. There Surplus Notes to ascertain (i) whether there is no substantial authority for the tax lien (other than for current Taxes not yet due and payable), imposed treatment previously claimed by the applicable Reciprocal with respect to any taxing authority, outstanding against the assets, properties payments made or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed accrued with respect to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended such Surplus Notes (the “CodeClaimed Treatment”) and, if the Accounting Firm concludes that there is not substantial authority for the Claimed Treatment, (ii) the proper tax treatment of any payments made or accrued with respect to such Surplus Notes (the “Proper Treatment”). Notwithstanding anything to the contrary in this Agreement, the parties agree that, if the Accounting Firm concludes that there is not substantial authority for the Claimed Treatment, the parties will file all Tax Returns consistent with the Proper Treatment and, as allowed by Applicable Law, will amend any corresponding provision prior Tax Returns to the extent necessary to reflect such Proper Treatment. For the avoidance of statedoubt, local or foreign tax law) Sellers will be responsible for any interest, fees, penalties and other Liabilities resulting from any amendment to a prior Tax Return required by reason of a change in accounting method or otherwisethis Section 7.2(b). Buyer, on one hand, and neither Sellers, on the Company nor any Subsidiary will be required other hand, shall share equally in the costs of engaging the Accounting Firm to make any such adjustment as a result of the transactions contemplated by conduct its review pursuant to this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code7.2(b).

Tax Returns and Payments. 6.15.1United States Federal income tax returns of OSG and the Subsidiaries have been examined and closed through the fiscal year ended December 31, 1999. Except as set forth in OSG and the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has Subsidiaries have filed all Tax Returns United States Federal, state, local and foreign income tax returns and all other material tax or information returns which are required to be filed by itthem (collectively, and each such entity has timely paid all Taxes owed (whether or not shown on any the "Tax ReturnReturns"). All such of the Tax Returns were (and any tax or information return becoming due after the date hereof and on or before the Closing Date) are true and complete in all material respects. OSG and correctthe Subsidiaries have paid all material federal, state, local and such foreign taxes (collectively, the "OSG Taxes") due pursuant to the Tax Returns correctly reflected the facts regarding the incomeor pursuant to any assessment received by OSG or any Subsidiary, business, assets, operations, activities, status other than OSG Taxes which are being contested in good faith by appropriate proceedings and other matters of such entity and any other information required to be shown thereonfor which adequate reserves (in conformity with GAAP consistently applied) shall have been set aside on their books. The Company charges, accruals and each Subsidiary has withheld reserves on the books of OSG and paid the Subsidiaries in respect of OSG Taxes are adequate in all Taxes required to have been withheld material respects and paid in connection conformity with amounts paid GAAP consistently applied. There is no material action, suit, proceeding, audit, investigation or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim pending or, to the knowledge of OSG or its Subsidiaries, threatened in respect of any OSG Taxes for which OSG or any of the CompanySubsidiaries is or may become liable nor has any deficiency or claim for any such OSG Taxes been proposed, asserted or, to the knowledge of OSG or its Subsidiaries threatened. There is no tax lien (other than for current Taxes not yet due and payable)Neither OSG nor its Subsidiaries, imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party consented to any tax sharing waivers or similar agreement. Neither extensions of any statute of limitations with respect to the Company nor collection or assessment of any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.OSG Taxes against it;

Tax Returns and Payments. 6.15.1. (a) Except as set forth in described on Schedule 3.10, the SEC Reports Company: (i) has timely paid or caused to be paid all Taxes required to be paid by it through the date hereof and as set forth in Schedule 6.15 hereto, of the Company and each Subsidiary Closing (whether or not shown as due on any Tax Return); and (ii) has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it, and each such entity has timely paid it with the appropriate Governmental Authority in all Taxes owed (whether or not shown on any Tax Return). All jurisdictions in which such Tax Returns are required to be filed, and all Tax Returns filed on its behalf were complete and correctcorrect in all material respects. (b) The Company has previously delivered true, correct and complete copies of all Income Tax Returns filed by or on behalf of the Company through the date hereof for the three-year period ended on January 30, 2016. True, correct and complete copies of all Income Tax Returns for all subsequent periods, including January 31, 2017, will be delivered on or before September 15, 2017. (c) Except as described on Schedule 3.10, to the Knowledge of the Company: (i) the Company has not been notified by the IRS or any other Governmental Authority that any issues have been raised (and no such issues are currently pending) by the IRS or any other taxing authority in connection with any Tax Return filed by it or on its behalf; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to the Company; no Tax Liens have been filed against the Company; and no unresolved deficiencies or additions to Taxes have been proposed, asserted, or assessed against the Company; and (ii) no claim has been made within the last five years by any Governmental Authority in a jurisdiction in which the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (d) The Company is a C Corporation for U.S. Federal Income Tax purposes. (e) The Company has not changed its accounting method as described in Section 481 of the Code, has a request pending with, or been required by the IRS, to change its accounting methods. (f) The Company has timely withheld all amounts required by Legal Requirements or agreement to be withheld from the wages, salaries or other payments to employees of or consultants or contractors to the Company has filed returns and deposits with the relevant Governmental Authority where applicable, and such is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. (g) The Company is not a party to any Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereonsharing agreement or similar arrangement (including an indemnification agreement or arrangement). The Company and each Subsidiary has withheld and paid all Taxes required to have never been withheld and paid in connection with amounts paid a member of a group filing a consolidated federal income Tax Return or owing to any Employeea combined, creditorconsolidated, independent contractor, shareholder, member unitary or other third party. The Company affiliated group Tax Return for state, local or foreign Tax purposes and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or has no liability for the Taxes of any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment person under Treasury Regulation Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 1.1502-6 (or any corresponding provision of state, local or foreign tax Tax law) ), or as a transferee or successor, or by reason of a change in accounting method contract, or otherwise, and neither the . (h) The Company nor any Subsidiary will not be required to make include any such adjustment amount in income for taxable periods (or portions thereof) after the Closing Date as a result of (i) entering into any "closing agreement" within the transactions contemplated by this Agreement. Neither meaning of Section 7121 of the Company nor Code (or any Subsidiary has been similar provision of applicable state, local or is a party foreign Law) on or prior to the Closing Date, (ii) any tax sharing intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar agreement. Neither provision of state, local or foreign law), (iii) any installment sale or open transaction disposition made on or prior to the Company nor Closing Date, and (iv) any Subsidiary is prepaid amount received on or has ever been a party prior to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeClosing Date.

Tax Returns and Payments. 6.15.1. (A) Except as set forth in the SEC Reports and as set forth in on Schedule 6.15 hereto3.14(a), each of the Company and each Subsidiary its Subsidiaries has accurately prepared and filed on time with all appropriate governmental authorities all material Tax Returns returns and other material documents that it has been required to be filed by it, file in respect of any Taxes for all fiscal periods ending on or prior to the Closing Date and each all such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member returns or other third party. The Company material documents are correct and each Subsidiary has established adequate reserves for complete in all Taxes accrued but material respects and do not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment contain a disclosure statement under Section 481(a) 6662 of the Internal Revenue Code of 1986, as amended (the “"Code”"). (B) Each of the Company and its Subsidiaries has paid in full all material Taxes due on or before the date hereof and, in the case of such Taxes accruing on or before such date that are not due on or before such date, the Company has made adequate provision in its books and records and Financial Statements to the extent currently required by GAAP. (C) Each of the Company and its Subsidiaries has withheld from each payment made to any of its present or former employees, officers, directors and managers all amounts required by law to be withheld or remitted. Each of the Company and its Subsidiaries has remitted all social security contributions and other Taxes payable by it in respect of its employees. Each of the Company and its Subsidiaries has charged, collected and remitted all material Taxes as required under applicable legislation on any sale, supply or delivery whatsoever, made by the Company or any of its Subsidiaries. (D) Except as set forth on Schedule 3.14(d), there are no reassessments of Taxes of the Company or any of its Subsidiaries that have been issued and are outstanding. No governmental authority has challenged, disputed or questioned the Company or any of its Subsidiaries in writing in respect of any Taxes or of any Tax returns, filings or other reports filed under any statute providing for such Taxes. (E) Except as set forth in Schedule 3.14(e), neither the Company nor any of its Subsidiaries has (i) granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, or (ii) requested any extension of time within which to file any federal income Tax Return or any state income or franchise Tax Return, which Tax Return has not been filed as of the date hereof. (F) Except as set forth in Schedule 3.14(f), neither the Company nor any of its Subsidiaries (i) is a party to or bound by (nor will it become a party to or become bound by) any Tax indemnity, Tax sharing, Tax allocation or similar agreement or arrangement (or administrative or accounting practice having substantially the same effect); (ii) has filed a consent under Section 341(f) of the Code (or any corresponding provisions of state, local or foreign income tax law) or agreed to have Section 341(f) of the Code (or any corresponding provision of state, local or foreign tax law) apply to any disposition of any asset owned by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required it; (iii) has agreed to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.required to

Tax Returns and Payments. 6.15.1. Except as set forth in (a) At the SEC Reports and as set forth in Schedule 6.15 heretoSellers' sole expense, the Company and each Subsidiary has filed Sellers will prepare or cause to be prepared all income Tax Returns required of any Company for taxable periods ending prior to be filed by itor on the Closing Date for which the original due date (including extensions) is after the Closing Date and any short- period returns for taxable periods ending prior to the Closing Date, which includes, for clarity, the final IRS Form 1065 of ASC and each such entity has timely paid all Taxes owed CP (whether or not shown on any Tax Returnthe "Seller Returns"). All such Tax Returns were complete and correct, and such Tax Seller Returns correctly reflected the facts regarding will include the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid operations or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge property of the Company, threatenedfor the Pre-Closing Period. There is no tax lien (other than for current Taxes not yet due and payable)For the avoidance of doubt, imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither , the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 taxable year of ASC and CP will be deemed to have ended on the day immediately before the Closing Date, and none of the Codeparties will take a position inconsistent therewith for Tax purposes. Each such Seller Return will be prepared in a manner consistent with the Companies' past practice except as otherwise required by Law or this Agreement, and in accordance with the provisions of this Agreement. The Sellers will deliver to Buyers, for Buyers' review and comment, each such Seller Return at least 45 days prior to its due date. Buyers will provide any written comments on each such Seller Return within 20 days of receipt of such Seller Return. Buyers and the Sellers will endeavor in good faith for a period of 10 days after receipt of such comments to resolve any disputes with respect thereto. In the event that Buyers and the Sellers are not able to resolve all such disputes in such 10-day period, then either Buyers or the Sellers may at any time thereafter submit any remaining disputed items by an independent accounting firm chosen by both Buyers and the Sellers ("Tax Arbiter"). If all disputes with respect to such Seller Return are not resolved prior to the due date (including extensions) for such Seller Return, then such Seller Return will be filed incorporating Buyers' comments, and such Seller Return will be amended or otherwise refiled to reflect the determination of the Tax Arbiter. The costs, fees and expenses of the Tax Arbiter will be shared equally by Buyers and Sellers. (b) The Companies will prepare and file, or cause to be prepared and filed, all Tax Returns of the Companies, other than the Seller Returns, for a Pre-Closing Period (including a Straddle Period) which are to be filed by any Company after the Closing Date (the "Company Returns"). Each such Company Return will be prepared in a manner consistent with the Company's past practice except as otherwise required by Law or this Agreement, and in accordance with the provisions of this Agreement, and the Sellers will timely pay to Buyers not less than five days prior to the due date for such Taxes, in the case of any such Company Return for a Tax period ending before the Closing Date, all Taxes reflected as due and payable by any Company on all such Company Returns or, in the case of any such Company Return for a Straddle Period, the portion of Taxes reflected as due and payable on all such Company Returns that are allocable to the Pre-Closing Period. Buyers will deliver to the Sellers, for the Sellers' review and comment, any Company Return that could reasonably be expected to result in an indemnity obligation of the Sellers for Taxes at least 30 days (or such shorter period as reasonably required by circumstances or the nature of the applicable Tax Return) prior to its due date. The Sellers will provide any written comments on each such Company Return within 15 days (or such shorter period as reasonably required by circumstances or the nature of the applicable Tax Return) of receipt of such Company Return, and Buyers will consider in good faith any such comments that are reasonable.

Tax Returns and Payments. 6.15.1The Company and its Subsidiaries have -------------------------------- filed all tax returns required by law to be filed (taking into account the effectiveness of properly filed requests for filing extensions) and have paid all taxes, assessments and other governmental charges levied upon any of their respective properties, assets, income or franchises, other than (a) those not yet delinquent and (b) those being ----- ---- - - diligently contested in good faith the non-payment of which could not have a Material Adverse Effect. Except as set forth in The charges, accruals and reserves on the SEC Reports and as set forth in Schedule 6.15 hereto, books of the Company and each Subsidiary has filed all Tax Returns required to be filed by itof its Subsidiaries in respect of its taxes are adequate in the opinion of the Company, and each such entity has timely paid all Taxes owed the Company does not know of any unpaid assessment for additional taxes or of any basis therefor. (whether or not shown on any Tax Return)S)3.7 Indebtedness, Liens and Investments, etc. All such Tax Returns were complete and correctSchedule 3.7 hereto ------------------------------------------------- ------------ correctly describes, as of the date of this Agreement (other than trade debt due in accordance with normal payment terms and such Tax Returns correctly reflected Indebtedness as shall be incurred under the facts regarding Company Loan Documents (as in effect on the incomedate hereof)), business, assets, operations, activities, status and other matters (a) all outstanding Indebtedness of such entity and any other information required to be shown thereon. The the Company and each Subsidiary has withheld its Subsidiaries in respect - of borrowed money, Capital Leases and paid the deferred purchase price of property; (b) all Taxes required to have been withheld existing mortgages, liens and paid security interests in connection with amounts paid respect of any -- property or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment assets of the Company and/or any its Subsidiaries; (c) all outstanding - investments, loans and advances made by the Company and its Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due advances to employees made in the ordinary course of business); and payable), imposed (d) all - existing guarantees by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryand/or its Subsidiaries (other than endorsements of checks in the ordinary course of business). 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports (a) Seller shall prepare or cause to be prepared and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has shall file or cause to be filed all Tax Returns of the Sold Subsidiaries required to be filed by iton or prior to the Closing Date (taking into account valid extensions of time to file), and each such entity has timely paid Buyer shall prepare or cause to be prepared and file or cause to be filed all Taxes owed (whether or not shown on any other Tax Return)Returns of the Sold Subsidiaries. All Tax Returns prepared by Seller and Buyer (to the extent such Tax Returns were complete cover periods prior to the Closing Date) shall, except as otherwise required by law, be prepared in a manner consistent with past practice of the Sold Subsidiaries. (b) To the extent permitted by law, Seller and correct, and such Buyer shall use their reasonable best efforts to cause any taxable year or other period on the basis of which any Tax Returns correctly reflected is imposed on a Sold Subsidiary to close on the facts regarding Closing Date. (c) With the income, business, assets, operations, activities, status and other matters of such entity and any other information required view to be shown thereon. The Company and each Subsidiary has withheld and paid minimize all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and payable by each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Sold Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment payable as a result of the transactions contemplated Transactions to the maximum extent permitted by this Agreement. Neither applicable Law, Seller and Buyer shall cooperate in good faith in (i) preparing and filing all Tax Returns with respect to the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither Sold Subsidiaries and the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 sale of the CodeBusiness, (ii) maintaining and making available to each other all records necessary in connection with Taxes relating to each such Tax Return and (iii) resolving all disputes and audits with respect to such Taxes. Buyer and Seller recognize that each may need access, from time to time, after the Closing Date, to certain accounting and tax records and information held by the other, including all computerized books and records and any such information stored on any other form of media ("Tax Records"); therefore, Buyer and Seller agree (x) to allow (and Buyer and Seller shall cause the Sold Subsidiaries to allow) each other and their Representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such Tax Records and to make available the appropriate personnel with knowledge of such Tax Records to help answer questions, such activities to be conducted during normal business hours and with the requesting party paying out-of-pocket expenses only and (y) to offer the other parties such records before destroying such records. Buyer shall, and after the Closing shall cause the Sold Subsidiaries to, provide information to Seller necessary for the preparation of all Tax returns required to be prepared or filed by Seller.

Tax Returns and Payments. 6.15.1. Except as set forth in All Federal, material state and other ------------------------ material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of Holdings and its Subsidiaries, assetsas the case may be, operationsfor the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes payable by them other than taxes which are not yet due and payable, activities, status and other matters of such entity than those contested in good faith by appropriate proceedings and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld established in accordance with GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b) and paid in connection with amounts paid (c), there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of Holdings and the CompanyBorrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties authority regarding any taxes relating to Holdings or the business any of its Subsidiaries. As of the Company 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 Subsidiary. 6.15.2of 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. Neither the Company Holdings nor any Subsidiary has agreed of its Subsidiaries have provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto(a) Each Seller has filed, the Company and each Subsidiary has filed or caused to be filed, on a timely basis, all material Tax Returns with respect to the Business and the Purchased Assets required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correctfiled, and such Tax Returns correctly reflected the facts regarding the incomeare true, business, assets, operations, activities, status correct and other matters of such entity complete in all material respects. (b) All material Taxes due and any other information required to be shown thereon. The Company and owing by each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment Seller with respect to the Business and the Purchased Assets (whether or proposed adjustment of the Company and/or not reflected on any Subsidiaries Tax Return) have been timely and fully paid. (c) There are no Liens for Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable)) upon any of the Purchased Assets. (d) With respect to the Business and the Purchased Assets, imposed no federal, state, local or non-U.S. Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Seller and no Seller has received from any Governmental Authority (including jurisdictions where any Seller has not filed a Tax Return) any (i) notice indicating an intent to open an audit or other review; or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authorityGovernmental Authority against any Seller. (e) With respect to the Business and the Purchased Assets, outstanding against no Seller has waived any statutes of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (f) With respect to the assetsBusiness and the Purchased Assets, properties or each Seller has complied, in all material respects, with all applicable Legal Requirements, rules and regulations relating to the business payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Company Code or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision similar provisions of state, local or foreign tax lawnon-U.S. Legal Requirements) and has duly and timely withheld and have paid over to the appropriate Governmental Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Legal Requirements. (g) None of the Assumed Liabilities is an obligation under any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement (other than any such agreement or arrangement entered into in the Ordinary Course of Business the primary purpose of which does not relate to Taxes) with respect to the Business and the Purchased Assets. (h) No Seller has any liability for the Taxes of any Person under applicable Legal Requirements, as a transferee or successor, by reason of a change in accounting method Contract or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result . (i) None of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or Purchased Assets is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to an interest in any joint venture, partnership, limited liability company, partnership or other arrangement or Contract which that could be treated as a partnership fiscally transparent entity for federal income tax Tax purposes. Neither the Company nor any Subsidiary is or . (j) No claim has ever been made by a “United States real property holding corporation” as Governmental Authority in a jurisdiction where a Seller does not file Tax Returns with respect to the Business and the Purchased Assets that term such Seller is defined in Section 897 of the Codeor may be subject to Tax by that jurisdiction.

Tax Returns and Payments. 6.15.1. (a) Except as set forth in described on Schedule 5.11, the SEC Reports Buyer: (i) has timely paid or caused to be paid all Taxes required to be paid by it through the date hereof and as set forth in Schedule 6.15 hereto, of the Company and each Subsidiary Closing (whether or not shown as due on any Tax Return); and (ii) has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it, and each such entity has timely paid it with the appropriate Governmental Authority in all Taxes owed (whether or not shown on any Tax Return). All jurisdictions in which such Tax Returns are required to be filed, and all Tax Returns filed on its behalf were complete and correctcorrect in all material respects. (b) The Buyer has previously delivered true, correct and such complete copies of all Income Tax Returns correctly reflected filed by or on behalf of the facts regarding Buyer through the incomedate hereof for the three-year period ended on December 31, business2015. True, assetscorrect and complete copies of all Income Tax Returns for all subsequent periods, operationsincluding December 31, activities2016, status and other matters will be the responsibility of such entity and Buyer's CEO Post-Closing. (c) Except as described on Schedule 5.10, to the Knowledge of the Buyer: (i) the Buyer has not been notified by the IRS or any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to Governmental Authority that any issues have been withheld raised (and paid no such issues are currently pending) by the IRS or any other taxing authority in connection with amounts paid any Tax Return filed by it or owing to any Employee, creditor, independent contractor, shareholder, member on its behalf; there are no pending Tax audits and no waivers of statutes of limitations have been given or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment requested with respect to the Buyer; no Tax Liens have been filed against the Buyer; and no unresolved deficiencies or proposed adjustment additions to Taxes have been proposed, asserted, or assessed against the Buyer; and (ii) no claim has been made within the last five years by any Governmental Authority in a jurisdiction in which the Buyer does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (d) The Buyer is a C Corporation for U.S. Federal Income Tax purposes. (e) The Buyer has not changed its accounting method as described in Section 481 of the Company and/or any Subsidiaries Taxes is Code, has a request pending orwith, or been required by the IRS, to change its accounting methods. (f) The Buyer has timely withheld all amounts required by Legal Requirements or agreement to be withheld from the knowledge wages, salaries or other payments to employees of or consultants or contractors to the Buyer has filed returns and deposits with the relevant Governmental Authority where applicable, and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryforegoing. 6.15.2(g) The Buyer is not a party to any Tax sharing agreement or similar arrangement (including an indemnification agreement or arrangement). Neither The Buyer has never been a member of a group filing a consolidated federal income Tax Return or a combined, consolidated, unitary or other affiliated group Tax Return for state, local or foreign Tax purposes and the Company nor Buyer has no liability for the Taxes of any Subsidiary has agreed to make any adjustment person under Treasury Regulation Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 1.1502-6 (or any corresponding provision of state, local or foreign tax Tax law) ), or as a transferee or successor, or by reason of a change in accounting method contract, or otherwise, and neither the Company nor any Subsidiary . (h) The Buyer will not be required to make include any such adjustment amount in income for taxable periods (or portions thereof) after the Closing Date as a result of (i) entering into any "closing agreement" within the transactions contemplated by this Agreement. Neither meaning of Section 7121 of the Company nor Code (or any Subsidiary has been similar provision of applicable state, local or is a party foreign Law) on or prior to the Closing Date, (ii) any tax sharing intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar agreement. Neither provision of state, local or foreign law), (iii) any installment sale or open transaction disposition made on or prior to the Company nor Closing Date, and (iv) any Subsidiary is prepaid amount received on or has ever been a party prior to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeClosing Date.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed (a) all Tax Returns that are required to be filed by it, or with respect to Holdings or any of its Subsidiaries have been timely filed; (b) all Taxes shown to be due on the Tax Returns referred to in clause (a) or which are otherwise due and each such entity has payable have been timely paid in full or accrued; (c) all Taxes owed required to be withheld and paid over by or with respect to Holdings or any of its Subsidiaries to any relevant taxing authority in connection with payments to employees, independent contractors, creditors, shareholders or to third parties have been so withheld and paid over; (whether d) except as disclosed on Schedule 4.11(d), the Tax Returns referred to in clause (a) have been examined by the Internal Revenue Service or not shown on any Tax Return). All the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary filed has withheld and paid all Taxes required to expired or have been withheld and accrued on the most recent balance sheet; (e) except as disclosed on Schedule 4.11(e), all deficiencies asserted or assessments made by the Internal Revenue Service or the applicable state, local or foreign taxing authority have been paid in connection with amounts paid full; -38- 45 (f) except as disclosed on Schedule 4.11(f), no audits or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment examinations with respect to Holdings or proposed adjustment any of the Company and/or any its Subsidiaries Taxes is are ongoing, pending or, to the knowledge of Holdings or any Subsidiaries, threatened or proposed by the CompanyInternal Revenue Service or the appropriate state, threatened. There is no tax lien local or foreign Tax authority; (other than for current Taxes not yet due and payableg) except as disclosed on Schedule 4.11(g), imposed no waivers or extensions of statutes of limitation have been given by or requested with respect to any taxing authority, outstanding against the assets, properties or the business Taxes of the Company Holdings or any Subsidiary.of its Subsidiaries; 6.15.2. Neither the Company (h) neither Holdings nor any Subsidiary has agreed to make Subsidiaries will be required, as a result of (i) any adjustment under Section 481(a) 481 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding similar provision of state, local or foreign tax law), or (ii) by reason any "closing agreement" as described in Section 7121 of a change the Code (or any similar provision of state, local or foreign Tax law), to include any item of income in accounting method or otherwiseexclude any item of deduction from any Tax period ending on or after the Closing Date; (i) except as disclosed on Schedule 4.11(i), and there are no Liens for Taxes on any of the assets of Holdings or any of its Subsidiaries other than Liens for Taxes not yet due; (j) except as disclosed on Schedule 4.11(j), neither the Company Holdings nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or its Subsidiaries has ever been a party member of an affiliated group within the meaning of Section 1504(a) of the Code for purposes of filing any Tax Return of which Holdings was not the common parent; (k) neither Holdings nor any of its Subsidiaries or any predecessors to any joint ventureof such entities has made any consent under Section 341 of the Code with respect to Holdings or any of its Subsidiaries; and (l) no Tax authority in a jurisdiction where Holdings or any of its Subsidiaries does not file Tax Returns has made a claim, partnership, limited liability company, assertion or other arrangement threat that Holdings or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary of its Subsidiaries is or has ever been a “United States real property holding corporation” as that term is defined may be subject to Tax in Section 897 of the Codesuch jurisdiction.

Tax Returns and Payments. 6.15.1. Except (i) The Company and each of its subsidiaries has timely filed, in accordance with applicable law, all Tax Returns (as set forth defined below) that it was required to file, (ii) all such Tax Returns were correct and complete in the SEC Reports all material respects, (iii) all material Taxes due and as set forth in Schedule 6.15 hereto, payable by the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed of its subsidiaries (whether or not shown on any Tax Return). All such ) have been paid, (iv) neither the Company nor any of its subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return, (v) since December 31, 1997, no written claim has been made with respect to the Company or any of its subsidiaries by an authority in a jurisdiction where the Company or any of its subsidiaries does not file Tax Returns were complete and correctthat the Company or any of its subsidiaries is or may be subject to taxation by that jurisdiction, and such (vi) there are no security interests or other encumbrances on any of the assets of the Company or any of its subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. (as defined below). (ii) The Company and each Subsidiary of its subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholdercreditor, member stockholder, or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. . (iii) There is no tax lien (other than for current Taxes not yet due and payable), imposed by dispute or claim concerning any taxing authority, outstanding against the assets, properties or the business Tax liability of the Company or any Subsidiaryof its subsidiaries either (i) claimed or raised by any authority in writing or (ii) with respect to any potentially material Tax liability, as to which any of the officers (and employees responsible for Tax matters) of the Company or any of its subsidiaries has knowledge based upon personal contact with any agent of such authority. Schedule 5.1(p) lists all federal, all state, all material local, and all material foreign income and franchise Tax Returns filed with respect to the Company and each of its subsidiaries for taxable periods ended on or after December 31, 1997, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Company has delivered to the Purchaser correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company and each of its subsidiaries since December 31, 1997. 6.15.2(iv) Neither the Company nor any of its subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (v) Neither the Company nor any of its subsidiaries has filed a consent under Code ss. 341(f) concerning collapsible corporations. Neither the Company nor any Subsidiary of its subsidiaries has agreed to make any adjustment under Section 481(abeen a United States real property holding corporation within the meaning of Code ss. 897(c)(2) of during the Internal Revenue applicable period specified in Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreementss. 897(c)(1)(A)(ii). Neither the Company nor any Subsidiary of its subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return, or any similar state, local or foreign consolidated, combined or unitary Tax Return (other than a group of which the Company was the common parent corporation) and (ii) has any liability for the Taxes of any person or entity (other than the Company) under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, or otherwise. (vi) The provision for taxes of the Company and each of its subsidiaries as set forth in the most recent balance sheet included in the consolidated financial statements forming a part of the Form 10-K is adequate for all Taxes due or accrued as of the date thereof, whether or not shown as being due on any Tax Returns or reports. (vii) Except as set forth on Schedule 5.1(p) hereto, neither the Company nor any of its subsidiaries has made, is obligated to make, or is a party to any tax sharing or similar agreement. Neither agreement that could reasonably be expected to obligate it to make, any payments that are "excess parachute payments" within the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in meaning of Section 897 280G of the CodeCode (determined without regard to whether any portion of such payment is reasonable compensation for personal services actually rendered).

Tax Returns and Payments. 6.15.1Pension Contributions. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary Co-Borrower has (i) timely filed all Tax Returns required to be filed by ittax returns and reports, and each such entity Co-Borrower has (ii) timely paid all Taxes foreign, federal, state and local taxes, assessments, deposits and contributions owed by Co-Borrower (whether as applicable) except in the case of (i) or not shown on any Tax Return(ii) above, (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with IFRS shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). All such Tax Returns were complete and correctTo the extent Co-Borrower defers payment of any contested taxes, Co-Borrower shall (i) notify Bank in writing of the commencement of, and such Tax Returns correctly reflected any material development in, the facts regarding proceedings, and (ii) if applicable in the incomerelevant jurisdiction, business, assets, operations, activities, status and other matters of such entity and post bonds or take any other information steps required to be shown thereonprevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years which could result in additional taxes becoming due and payable by Co-Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000). The Company and each Subsidiary Co-Borrower has withheld and paid all Taxes required amounts necessary to have been withheld fund all present pension, profit sharing and paid deferred compensation plans in connection accordance with amounts paid their terms, and Co-Borrower has not withdrawn from participation in, and has not permitted partial or owing to complete termination of, or permitted the occurrence of any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment event with respect to, any such plan which could reasonably be expected to or proposed adjustment result in any liability of the Company and/or Co-Borrower, including any Subsidiaries Taxes is pending or, liability to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties Pension Benefit Guaranty Corporation or the business of the Company its successors or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability companyother governmental agency, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor equivalent agency in any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Coderelevant jurisdiction.

Tax Returns and Payments. 6.15.1. Except as set forth in (a) Each of Furniture Brands and its Restricted Subsidiaries have timely filed or caused to be timely filed, on the SEC Reports due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all Federal, state and as set forth in Schedule 6.15 heretoother material returns, statements, forms and reports for taxes (the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of Furniture Brands and its Restricted Subsidiaries. The Returns accur- ately reflect in all material respects all liability for taxes of Furniture Brands and its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have been established in accordance with generally accepted accounting principles. Each of Furniture Brands and its Restricted Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, assets, operations, activities, status and other matters of such entity than those contested in good faith and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld established in accordance with generally accepted accounting principles. Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and paid in connection with amounts paid or owing to any Employeeexcept as disclosed on Schedule V, creditorthere is, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment as of the Company and/or any Subsidiaries Taxes is Third Restatement Ef- fective Date, no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the CompanyBorrowers, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties authority regarding any taxes relating to Furniture Brands or the business its Restricted Subsidiaries. As of the Company Third Restatement Effective Date, except as set forth on Schedule V, none of Furniture Brands or its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any Subsidiary. 6.15.2statute of limitations relating to the payment or collection of taxes of Furniture Brands or its Restricted Subsi- diaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Furniture Brands or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. Neither As of the Company nor Third Restatement Effective Date, none of Furniture Brands or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any Subsidiary has agreed to make any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Except for amounts specifically set forth in Schedule V, none of Furniture Brands 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 Furniture Brands (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries for periods prior to the First Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the First Restatement Effective Date would reasonably be expected to have a Material Adverse Effect. (b) Furniture Brands' tax basis in the shares of capital stock of (x) Converse spun-off in connection with the Converse Disposition was an amount not less than $165,000,000 at the time of the consummation thereof and (y) Florsheim spun-off in connection with the Florsheim Disposition was an amount not less than $50,000,000.

Tax Returns and Payments. 6.15.1. Except as set forth in Each of JCC Holding and its Subsidiaries has timely filed or caused to be timely filed, on the SEC Reports due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority, all material U.S. federal, state, city and as set forth in Schedule 6.15 heretoother returns, statements, forms and reports for taxes (the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of JCC Holding and its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by it other than taxes which are not delinquent, assets, operations, activities, status and other matters of such entity than those contested in good faith and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid generally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the best knowledge of JCC Holding and the CompanyBorrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties or the business authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Company Initial Borrowing Date, neither JCC Holding 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 JCC Holding or such Subsidiary. 6.15.2. Neither the Company JCC Holding nor any Subsidiary of its Subsidiaries has agreed provided, with respect to make itself or property held by it, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all (a) All Tax Returns (as hereinafter defined) that are required to be filed by itor with respect to the Company have been filed and all such Tax Returns were true, correct and each such entity has timely paid complete in all material respects when filed, (ii) all Taxes owed (as hereinafter defined) of the Company and its Subsidiaries that are due and payable, whether or not shown on any Tax Return). All such Tax Returns were complete Returns, have been paid in full, (iii) the provisions for Taxes on the audited and correct, unaudited balance sheets included in the Financial Statements are sufficient for the payment of all accrued and such Tax Returns correctly reflected unpaid Taxes of the facts regarding Company whether or not assessed or disputed as of the income, business, assets, operations, activities, status and other matters respective dates of such entity and balance sheets, (iv) no federal, state, local, or foreign audits or other administrative proceedings or court proceedings with regard to Taxes are presently pending with regard to the Company or any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to of its Subsidiaries, (v) no waiver of statutes of limitation have been withheld and paid in connection with amounts paid given by or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment requested with respect to or proposed adjustment any Taxes of the Company and/or or its subsidiaries, (vi) there are no liens for Taxes on any Subsidiaries Taxes is pending or, to the knowledge asset of the Company, threatened. There is no tax lien (Company or any of its Subsidiaries other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of (vii) no consent has been filed relating to the Company or any Subsidiary. 6.15.2. Neither of its subsidiaries pursuant to section 341(f) of the Code, (viii) neither the Company nor any Subsidiary subsidiary has agreed to make any adjustment current liability for Taxes of any person (other than the Company and its subsidiaries) (A) under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) Treasury Regulation section 1.1502-6 (or any corresponding similar provision of state, local or foreign tax law), (B) as a transferee or successor, (C) by reason of a change in accounting method contract or (D) otherwise, and neither (ix) the Company nor Company's methods of tax accounting are correct in all material respects. (b) For purposes of this Agreement, the term (i) "Taxes" means all taxes, charges, fees, levies, penalties or other assessments imposed by any Subsidiary will be United States federal, state, local or foreign taxing authority, including, but not limited to, income, excise, property, sales and use, transfer, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto, and (ii) "Tax Return" means any return, report, information return or other document (including any related or supporting information) filed or required to make be filed with any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party taxing authority with respect to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeTaxes.

Tax Returns and Payments. 6.15.1(a) Each tax required to have been paid, or claimed by any Governmental Body to be payable, by Raintree (whether pursuant to any tax return or otherwise) has been duly paid in full and on a timely basis. Except as set forth in Any tax required to have been withheld or collected by Raintree, including with respect to employees, has been duly withheld and collected; and (to the SEC Reports and as set forth in Schedule 6.15 hereto, extent required) each such tax has been paid to the Company and each Subsidiary has filed all Tax Returns appropriate Governmental Body. (b) All tax returns required to be filed by itor on behalf of Raintree with any Governmental Body have been timely filed (collectively, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Returnthe "Raintree Returns"). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information taxes required to be shown thereonpaid by Raintree for the fiscal year ending May 31, 1999 have either been paid in full or shall not result in any liability to Raintree. The Company and each Subsidiary has withheld and paid all Taxes required to All Raintree Returns (i) have been withheld filed when due and paid (ii) have been accurately and completely prepared in connection full compliance with amounts paid or owing all applicable legal requirements, in all material respects. Raintree has delivered to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company Netivation accurate and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment complete copies of the Company and/or 1998 Raintree Returns. (c) There have been no examinations or audits of any Subsidiaries Taxes Raintree Return, and, to the Knowledge of Raintree, no such examination or audit has been proposed or scheduled by any Governmental Body. Raintree has delivered to Netivation accurate and complete copies of all audit reports and similar documents (to which Raintree has access) relating to the Raintree Returns. (d) No claim or proceeding is pending or, to the knowledge Knowledge of Raintree, has been threatened against Raintree in respect of any tax. There are no unsatisfied Liabilities for taxes (including Liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Raintree. There are no liens for taxes upon any of the Companyassets of Raintree, threatened. There is no tax lien (other than except liens for current Taxes taxes not yet due and payable), imposed . Raintree has not entered into or become bound by any taxing authority, outstanding against the assets, properties agreement or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed consent pursuant to make any adjustment under Section 481(a341(f) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code. (e) To the Knowledge of Raintree, there is no agreement, plan, arrangement or other contract covering any employee or independent contractor or former employee or independent contractor of Raintree that, individually or collectively, could give rise, directly or indirectly, to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. Raintree is not, and has never been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar contract.

Tax Returns and Payments. 6.15.1. Except as set forth (a) The AROC Entities (or the common parent of any affiliated group of which any of such entities is or has been a member) have duly filed in the SEC Reports and as set forth correct form in Schedule 6.15 hereto, the Company and each Subsidiary has filed all material respects all Tax Returns required to be filed by it, such entities and each such entity has timely have duly paid or provided for payment of (or there have been paid on their behalf) all Taxes owed (whether due or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required claimed to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employeedue from them by federal, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign taxing authorities, excluding Taxes that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in the AROC Financial Statements. (b) There are no tax lawliens upon any property or assets owned by any of the AROC Entities that would have a Material Effect. (c) All Tax Returns of the AROC Entities filed, including any amendments to date, have been prepared in good faith without willful misrepresentation and are complete and accurate in all material respects. The federal income tax returns of the AROC Entities have been examined by reason the Internal Revenue Service for all periods described in Section 4.12 of a change in accounting method or otherwisethe AROC Disclosure Schedule, and neither the Company nor any Subsidiary will be required to make any such adjustment all deficiencies assessed as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary such examination have been paid in full or finally settled and no issue has been raised by the Internal Revenue Service in any such examination that has been resolved adversely to any of the AROC Entities or is still pending and, by application of similar principles, reasonably could be expected to result in an assertion by the Internal Revenue Service of a party material deficiency in any other taxable year or with respect to any tax sharing other of the AROC Entities. There are no outstanding agreements, waivers or similar agreement. Neither other arrangements providing for an extension of time with respect to the Company nor filing of any Subsidiary is Tax Returns or has ever been a party to any joint venture, partnership, limited liability companythe payment by, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor assessment against, any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeAROC Entities for any Taxes. (d) The reserves made for Taxes on the respective balance sheets in the AROC Financial Statements are sufficient for the payment of all unpaid Taxes due and payable by the AROC Entities attributable to all periods ended on or before the date of the respective balance sheets in accordance with GAAP.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the The Company and each Subsidiary of the Subsidiaries has timely filed or caused to be timely filed (after giving effect to any extensions) with the appropriate taxing authority all Tax Returns material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by it, and all such Returns are true, correct, and complete in all material respects. The Company and each such entity of the Subsidiaries has timely paid all Taxes owed (taxes and assessments payable by it which have become due, whether or not shown on any Tax Return). All such Tax Returns were complete Returns, other than those taxes that are being contested in good faith and correct, have been adequately disclosed and such Tax Returns correctly reflected fully provided for on the facts regarding financial statements of the income, business, assets, operations, activities, status Company and other matters of such entity and any other information required to be shown thereonthe Subsidiaries in accordance with U.S. generally accepted accounting principles. The Company and each Subsidiary of the Subsidiaries has deducted, withheld and timely paid to the appropriate taxing authority all Taxes taxes required to have been be deducted, withheld and or paid in connection with amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholdercreditor, member stockholder, partner or other third party. The , and the Company and each Subsidiary has established adequate reserves for complied in all Taxes accrued but not yet payablematerial respects with all applicable reporting and recordkeeping requirements. No deficiency assessment with respect to There is no material action, suit, proceeding, investigation, audit or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties or the business of authority regarding any taxes relating to the Company or any Subsidiary. 6.15.2of the Subsidiaries. No claim has ever been made by any taxing authority in a jurisdiction where the Company or any Subsidiary does not file Returns that the Company or any of the Subsidiaries is or may be subject to taxation by that jurisdiction, and, to the knowledge of the Company, there is no basis for any such claim to be made. Neither the Company nor any Subsidiary of its Subsidiaries has agreed to make any adjustment under Section 481(a) liabilities for taxes of the Internal Revenue Code of 1986any other person or entity by contract, as amended (the “Code”) (a transferee or any corresponding provision of successor, under U.S. Treasury Regulation section 1.1502-6 or analogous state, local or foreign tax law) by reason of a change in accounting method non-U.S. provision or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1(i) Each of Xxxxxx and its Subsidiaries (x) has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined below) required to be filed by it and all such Tax Returns are complete and accurate in all material respects; (y) has paid all Taxes (as defined below) that are shown as due on such Tax Returns which it has filed or that it has been obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith for which adequate reserves have been established and which have been disclosed to VeriFone; and (z) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Xxxxxx and its Subsidiaries have complied in all material respects with all applicable laws relating to Taxes. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment Section 5.1(m)(i) of the Company and/or any Subsidiaries Taxes is Xxxxxx Disclosure Letter, as of the date hereof, there are no pending or, threatened in writing, audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters. There are not any unresolved or undisclosed issues that could materially increase the risk that the Tax Settlement (as defined in Section 6.7 hereof) could subsequently be challenged by the Israeli Tax Authorities. Xxxxxx has made available to VeriFone true and correct copies of the Israeli Tax Returns, United States federal and state income Tax Returns, United Kingdom income Tax Returns, Brazilian income Tax Returns and Turkish income Tax Returns filed by Xxxxxx and its Subsidiaries for each of the fiscal years ended December 31, 2004, 2003 and 2002. Neither Xxxxxx nor any of its Subsidiaries has any liability for income, franchise or similar Taxes in amounts exceeding the amounts accrued therefor, as reflected in the financial statements included in Xxxxxx Reports filed on or prior to the knowledge date hereof other than liabilities that have accrued in the ordinary course of business since December 31, 2005. With respect to jurisdictions outside the United States, Xxxxxx and each of its Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement, approval or order of any government and, to Xxxxxx’x knowledge, subject to receipt of the CompanyInvestment Center Approvals and the other Approvals required herein, threatenedthe consummation of the Merger will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement or order. (ii) There are no Tax sharing agreements or similar agreements under which Xxxxxx or any of its Subsidiaries could be liable in a material amount for the Taxes of any person that is neither Xxxxxx nor any Xxxxxx Subsidiary. There is are no tax lien (other than material Liens for current Taxes on any of Xxxxxx’x assets except for Taxes not yet due or payable . Except as would not reasonably be expected to have a Xxxxxx Material Adverse Effect all intercompany transactions and payable), imposed charges between and among Xxxxxx and any of its Subsidiaries are at arm’s length terms or other terms permitted by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryapplicable laws with respect to Taxes. 6.15.2. Neither (iii) Xxxxxx was not a “Passive Foreign Investment Company” within the Company nor any Subsidiary has agreed to make any adjustment under meaning of Section 481(a1297(a) of the Internal Revenue Code of 1986during its 2003, as amended 2004 and 2005 Tax years. As used in this Agreement, (i) the term “CodeTax” (including, with correlative meaning, the term “Taxes”) (or any corresponding provision of includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or foreign tax law) by reason assessments of a change any nature whatsoever, together with all interest, indexation penalties and other penalties and additions imposed with respect to such amounts and any interest in accounting method or otherwiserespect of such penalties and additions, and neither (ii) the Company nor any Subsidiary will be term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to make any such adjustment as be supplied to a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party Tax authority relating to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeTaxes.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports (i) The Seller shall timely prepare and as set forth in Schedule 6.15 hereto, file (or cause to be prepared and filed) all income Tax Returns with respect to the Company and each Subsidiary has filed the Subsidiaries for taxable periods that end on or before the Closing Date, all Tax Returns of the Company and Subsidiaries required to be filed on or before the Closing Date and all Tax Returns which the Company or Subsidiaries are required to file on a consolidated, combined, unitary or similar basis with the Seller (the "Seller's Tax Returns"). The Seller's Tax Returns relating to taxable periods of the Company and the Subsidiaries which begin before and end after the Closing Date shall be prepared in a manner consistent with past practices, except to the extent required by law. The Seller shall be entitled to timely payment by the Purchaser pursuant to the terms of Section 3.4(d)(iii) hereof and Seller shall thereafter timely pay (or cause to be paid) all Taxes shown as due and payable on the Seller's Tax Returns; provided, however, that Seller shall be entitled to indemnity to the extent provided pursuant to Section 3.4(d) hereof. (ii) The Purchaser shall timely prepare and file (or cause to be prepared and filed) all Tax Returns of the Company and Subsidiaries for taxable periods that end after the Closing Date, other than the Seller's Tax Returns (the "Purchaser's Returns"). The Purchaser shall be entitled to timely payment by the Seller pursuant to the terms of Section 3.4(d)(iii) hereof and the Purchaser shall thereafter timely pay (or cause to be paid) all Taxes shown as due and payable on the Purchaser's Returns; provided, however, that the Purchaser shall be entitled to indemnity to the extent provided pursuant to Section 3.4(d) hereof. (iii) Except as otherwise provided in Section 3.4(b)(i) and (ii), with respect to any Tax Return required to be filed by it, and each such entity has timely paid all Taxes owed (whether the Purchaser or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party based on the principles set forth in Section 3.4(d), the filing party shall provide the non-filing party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to the non-filing party based on the principles set forth in Section 3.4(d) (the "Tax Allocation Statement"), together with appropriate supporting information and schedules at least twenty (20) days (or proposed adjustment such other time period as is agreed by the parties to this Agreement) prior to the due date (including any extension thereof) for the filing of such Tax Return, and the non-filing party and its authorized representatives shall have the right to review and comment on such Tax Return and the Tax Allocation Statement prior to the filing of such Tax Return. If after such review, the non-filing party disagrees with any item on such Tax Return or Tax Allocation Statement and the parties cannot agree to the appropriate treatment or calculation thereof, the issue in dispute shall be reviewed by Ernst & Young LLP (the "Tax Referee") provided Ernst & Young LLP is then disinterested. If Ernst & Young LLP shall refuse to serve as the Tax Referee or shall otherwise not be disinterested at the time it is requested to serve in such capacity, the Tax Referee shall be selected by Sierra and the Purchaser each naming three candidates (none of which shall have any material relationship with the parties hereto or their respective Affiliates) two of which shall be stricken by the counterparty, with the selection of the Company and/or any Subsidiaries Taxes is pending orremaining two candidates made by lottery. All fees and expenses relating to the work, if any, to be preformed by the knowledge Tax Referee shall be borne equally by the Purchaser, on the one hand, and Sierra and the Seller, on the other hand. The Tax Referee shall determine the appropriate treatment or calculation of any items as to which there is disagreement, and the findings of the CompanyTax Referee shall be binding on all parties, threatenedand the Tax Return shall be completed and filed in a manner consistent with such findings. There is no tax lien Any amounts allocable to the non-filing party shall be paid to the filing party within five (other than for current Taxes not yet 5) Business Days prior to the due date of the applicable Tax Return. (iv) The Purchaser and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of Seller agree that if the Company or any Subsidiary. 6.15.2. Neither Subsidiary is permitted under any applicable Tax law to treat the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) Closing Date as the last day of a taxable period, the Internal Revenue Code of 1986, as amended (Purchaser and the “Code”) Seller shall treat (or any corresponding provision of state, local or foreign tax lawcause to be treated) by reason the Closing Date as the last day of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codetaxable period.

Tax Returns and Payments. 6.15.1(a) Each tax required to have been paid, or claimed by any Governmental Body to be payable, by Pinnacle (whether pursuant to any tax return or otherwise) has been duly paid in full and on a timely basis. Except as set forth in Any tax required to have been withheld or collected by Pinnacle, including with respect to employees, has been duly withheld and collected; and (to the SEC Reports and as set forth in Schedule 6.15 hereto, extent required) each such tax has been paid to the Company and each Subsidiary has filed all Tax Returns appropriate Governmental Body. (b) All tax returns required to be filed by itor on behalf of Pinnacle with any Governmental Body have been timely filed (collectively, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Returnthe "Pinnacle Returns"). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information taxes required to be shown thereonpaid by Pinnacle for the fiscal year 1999 have either been paid in full or shall not result in any liability to Pinnacle. The Company and each Subsidiary has withheld and paid all Taxes required to All Pinnacle Returns (i) have been withheld filed when due and paid (ii) have been accurately and completely prepared in connection full compliance with amounts paid or owing all applicable legal requirements, in all material respects. Pinnacle has delivered to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company Netivation accurate and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment complete copies of the Company and/or 1999 Pinnacle Returns. (c) There have been no examinations or audits of any Subsidiaries Taxes Pinnacle Return, and, to the Knowledge of Pinnacle, no such examination or audit has been proposed or scheduled by any Governmental Body. Pinnacle has delivered to Netivation accurate and complete copies of all audit reports and similar documents (to which Pinnacle has access) relating to the Pinnacle Returns. (d) No claim or proceeding is pending or, to the knowledge Knowledge of Pinnacle, has been threatened against Pinnacle in respect of any tax. There are no unsatisfied Liabilities for taxes (including Liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Pinnacle. There are no liens for taxes upon any of the Companyassets of Pinnacle, threatened. There is no tax lien (other than except liens for current Taxes taxes not yet due and payable), imposed . Pinnacle has not entered into or become bound by any taxing authority, outstanding against the assets, properties agreement or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed consent pursuant to make any adjustment under Section 481(a341(f) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code. (e) To the Knowledge of Pinnacle, there is no agreement, plan, arrangement or other contract covering any employee or independent contractor or former employee or independent contractor of Pinnacle that, individually or collectively, could give rise, directly or indirectly, to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. Pinnacle is not, and has never been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar contract.

Tax Returns and Payments. 6.15.1. (a) Except as set forth in described on Schedule 3.10, Cornerstone: (i) has timely paid or caused to be paid all Taxes required to be paid by it through the SEC Reports date hereof and as set forth in Schedule 6.15 hereto, of the Company and each Subsidiary Closing (whether or not shown as due on any Tax Return); and (ii) has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it, and each such entity has timely paid it with the appropriate Governmental Authority in all Taxes owed (whether or not shown on any Tax Return). All jurisdictions in which such Tax Returns are required to be filed, and all Tax Returns filed on its behalf were complete and correctcorrect in all material respects. (b) Cornerstone has previously delivered true, correct and such complete copies of all Income Tax Returns correctly reflected filed by or on behalf of Cornerstone through the facts regarding date hereof for the incomeperiods ending December 31, business2010, assetsDecember 31, operations2011 and for all subsequent periods, activitiesincluding December 31, status and other matters 2012. (c) Except as described on Schedule 3.10, to the Knowledge of such entity and Cornerstone: (i) Cornerstone has not been notified by the IRS or any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to Governmental Authority that any issues have been withheld raised (and paid no such issues are currently pending) by the IRS or any other taxing authority in connection with amounts paid any Tax Return filed by it or owing to any Employee, creditor, independent contractor, shareholder, member on its behalf; there are no pending Tax audits and no waivers of statutes of limitations have been given or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment requested with respect to Cornerstone; no Tax Liens have been filed against Cornerstone; and no unresolved deficiencies or proposed adjustment additions to Taxes have been proposed, asserted, or assessed against Cornerstone; and (ii) no claim has been made within the last five years by any Governmental Authority in a jurisdiction in which Cornerstone does not file Tax Returns that Cornerstone is or may be subject to taxation by that jurisdiction. (d) Cornerstone is a limited liability company for U.S. federal Income Tax purposes. (e) Cornerstone has not changed its accounting method as described in Section 481 of the Company and/or any Subsidiaries Taxes is Code, has a request pending orwith, or been required by the IRS, to change its accounting methods. (f) Cornerstone has timely withheld all amounts required by Legal Requirements or agreement to be withheld from the knowledge wages, salaries or other payments to employees of or consultants or contractors to Cornerstone has filed returns and deposits with the relevant Governmental Authority where applicable, and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryforegoing. 6.15.2(g) Cornerstone is not a party to any Tax sharing agreement or similar arrangement (including an indemnification agreement or arrangement). Neither Cornerstone has never been a member of a group filing a consolidated federal income Tax Return or a combined, consolidated, unitary or other affiliated group Tax Return for state, local or foreign Tax purposes and Cornerstone has no liability for the Company nor Taxes of any Subsidiary has agreed to make any adjustment person under Treasury Regulation Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 1.1502-6 (or any corresponding provision of state, local or foreign tax Tax law) ), or as a transferee or successor, or by reason of a change in accounting method contract, or otherwise, and neither the Company nor any Subsidiary . (h) Cornerstone will not be required to make include any such adjustment amount in income for taxable periods (or portions thereof) after the Closing Date as a result of (i) entering into any “closing agreement” within the transactions contemplated by this Agreement. Neither meaning of Section 7121 of the Company nor Code (or any Subsidiary has been similar provision of applicable state, local or is a party foreign Law) on or prior to the Closing Date, (ii) any tax sharing intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar agreement. Neither provision of state, local or foreign law), (iii) any installment sale or open transaction disposition made on or prior to the Company nor Closing Date, and (iv) any Subsidiary is prepaid amount received on or has ever been a party prior to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeClosing Date.

Tax Returns and Payments. 6.15.1. Except as set forth in (i) From the SEC Reports date of this Agreement through and as set forth in Schedule 6.15 heretoafter the Closing Date, the Company OneBeacon Subsidiaries and each Subsidiary has OneBeacon shall be responsible for the preparation and filing or otherwise furnishing in proper form to the appropriate Governmental Entity (or shall cause to be prepared and filed or so furnished) in a timely manner all Tax Returns relating to the OneBeacon Subsidiaries, OneBeacon, the Business, or any of the Transferred Assets that are due on or before or that relate to any taxable period ending on or before the Closing Date (and Liberty and its Affiliates shall do the same for Tax Returns relating to the Business or any of the Transferred Assets with respect to any taxable period ending after the Closing Date). Tax Returns relating to the Business or any of the Transferred Assets not yet filed for any taxable period that begins before the Closing Date, to the extent that such Tax Returns would have a continuing effect with respect to Liberty or its Affiliates after the Closing Date, shall be prepared in a manner consistent with past practices employed with respect to such Tax Returns (except to the extent counsel for the OneBeacon Subsidiaries and OneBeacon renders a legal opinion that there is no reasonable basis in Law therefor or that a Tax Return cannot be so prepared and filed without being subject to penalties) unless the OneBeacon Subsidiaries or OneBeacon has first obtained the written consent of Liberty and its Affiliates (which consent shall not be unreasonably withheld). With respect to any Tax Return required to be filed by itLiberty and its Affiliates or the OneBeacon Subsidiaries and OneBeacon with respect to the Business or any of the Transferred Assets and as to which an amount of Tax is allocable to the other parties under Sections 8.05(a) and 8.05(g), the filing party shall provide the other parties and each their authorized representatives with a copy of such entity has timely paid all Taxes owed (whether or not completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other parties pursuant to Sections 8.05(a) and 8.05(g), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return). All such Tax Returns were complete and correct, and such other parties and their authorized representatives shall have the right to review and comment on such Tax Returns correctly reflected Return and statement prior to the facts regarding the income, business, assets, operations, activities, status and other matters filing of such entity Tax Return. OneBeacon shall pay or cause to be paid when due and payable all material Taxes (other than Taxes discussed in Section 8.05(g)) with respect to the OneBeacon Subsidiaries, the Business or any other information of the Transferred Assets, for any taxable period or portion thereof ending on or before the Closing Date and that are required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid on or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of before the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any SubsidiaryClosing Date. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 heretoFor purposes of this Section 3.20, references to the Company and each Subsidiary include any subsidiaries of the Company. (a) The Company has timely filed all income and other material Tax Returns required to be filed by itit with appropriate federal, state and local governmental agencies, and each such entity income and other material Tax Return is true, correct and complete in all material respects. (b) The Company has timely paid all Taxes owed (income and other material Taxes, whether or not shown to be due and payable on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected Returns. (c) The Pro Forma Financials reflect in accordance with the facts regarding Accounting Principles all liabilities for unpaid Taxes of the income, business, assets, operations, activities, status and other matters Company for periods (or portions of such entity and any other information required to be shown thereonperiods) through the Balance Sheet Date. The Company and each Subsidiary has withheld and paid all no liability for unpaid Taxes required to have been withheld and paid accruing after the Balance Sheet Date except for Taxes arising in the ordinary course of business or in connection with amounts paid the transactions contemplated by this Agreement subsequent to the Balance Sheet Date. (d) There is (i) no claim for Taxes being asserted in writing or owing otherwise to any Employee, creditor, independent contractor, shareholder, member or other third party. The the Company’s Knowledge against the Company and each Subsidiary that has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment resulted in an encumbrance against the property of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than such encumbrance for current Taxes not yet due and payable), imposed by or being contested in good faith through appropriate proceedings and for which reserves have been established in accordance with the Accounting Principles, (ii) no audit of, or Tax controversy associated with, any taxing authority, outstanding against the assets, properties or the business Tax Return of the Company being conducted by a Tax authority, (iii) no extension or waiver currently in effect of any statute of limitations on the assessment of any material Taxes granted by the Company, and (iv) no agreement to any extension of time for filing any Tax Return which has not been filed, other than automatic extensions. No written claim has ever been made by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (e) The Company is not a party to or bound by any Tax sharing, Tax indemnity or Tax allocation agreement, and the Company does not have any liability or potential Liability to another Person under any such agreement, other than any commercial agreement entered into in the ordinary course of business or any Subsidiarylending agreement the primary purpose of which is unrelated to Taxes. 6.15.2. (f) Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) predecessor of the Internal Revenue Code Company has ever been a member of 1986a consolidated, as amended combined, unitary or aggregate group of which the Company or any predecessor of the Company was not the ultimate parent corporation. (the “Code”g) The Company will not be required to include any item of income in, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Closing as a result of (i) any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method for a taxable period ending on or otherwise, and neither before the Company nor Closing (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing (iii) any Subsidiary will be required to make any such adjustment “closing agreement” as a result described in Section 7121 of the transactions contemplated by this Agreement. Neither Code (or any similar provision of state or local tax law) entered into prior to the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability companyClosing, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor (iv) any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in election under Section 897 108(i) of the Code. (h) The Company has not entered into a listed transaction as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4(b)(2). (i) The Company has not distributed stock of another Person or had its stock distributed by another Person, in a transaction that was intended to be governed in whole or in part by Section 355 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in All U.S. Federal income, German ------------------------ income, material state income and other material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of 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 which are not yet due and payable, assets, operations, activities, status and other matters of such entity than those contested in good faith by appropriate proceedings and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of the CompanyHoldings and each Borrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authorityauthority regarding any taxes relating to Holdings or any of its Subsidiaries. Except as set forth on Annex IX, outstanding against the assets, properties or the business as of the Company 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 any Subsidiary. 6.15.2of 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. Neither the Company Holdings nor any Subsidiary has agreed of its Subsidiaries have provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. 6.15.1. Except as set forth in Each of JCC Holding and its Subsidiaries has timely filed or caused to be timely filed, on the SEC Reports due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority, all material U.S. federal, state, city and as set forth in Schedule 6.15 heretoother returns, statements, forms and reports for taxes (the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of JCC Holding and its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by it other than taxes which are not delinquent, assets, operations, activities, status and other matters of such entity than those contested in good faith and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid generally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the best knowledge of JCC Holding and the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties or the business authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Company Issue Date, neither JCC Holding 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 JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries has provided, with respect to itself or property held by it, any consent under Section 341 of the Code. Exhibit B - 14 195 10. Compliance with ERISA. Each Plan is in substantial compliance with ERISA and the Code; no Reportable Event has occurred with respect to a Plan; no Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; all contributions required to be made with respect to a Plan have been timely made; neither JCC Holding nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any liability (including any indirect, contingent, or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to JCC Holding or any Subsidiary. 6.15.2of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no lien imposed under the Code or ERISA on the assets of JCC Holding or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; and JCC Holding and its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability. Neither the Company nor any Subsidiary has agreed to make any adjustment under The representations and warranties in this Section 481(aII(10) of Exhibit B shall only apply insofar as the Internal Revenue Code matters referred to in this Section II(10) of 1986, as amended (the “Code”) (Exhibit B present a risk of material liability to JCC Holding or any corresponding provision of state, local its Subsidiaries or foreign tax law) by reason of ERISA Affiliates. With respect to a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment multi-employer plan as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 4001(a)(3) of ERISA, it is understood and agreed that the representations and warranties of this Section II(10) of Exhibit B are based solely on nonreceipt by JCC Holding or its Subsidiaries or ERISA Affiliates of written notice from the PBGC or a Plan Administrator referring to material violations or material liabilities affecting JCC Holding or its Subsidiaries or ERISA Affiliates in respect of the Codematters referred to in such representations and warranties.

Tax Returns and Payments. 6.15.1. Except as set forth in (a) Each of INTERCO and its Restricted Subsidiaries (including, without limitation, but subject to the SEC Reports last sentence of this Section 7.09(a), Thomasville and as set forth in Schedule 6.15 heretoits Subsidiaries) have timely filed or caused to be timely filed, on the Company due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority, all Federal, state and each Subsidiary has filed all Tax Returns other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of INTERCO and its Restricted Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of INTERCO and its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have been established in accordance with generally accepted accounting principles. Each of INTERCO and its Restricted Subsidiaries have paid all material taxes payable by them other than taxes which are not delinquent, assets, operations, activities, status and other matters of such entity than those contested in good faith and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld established in accordance with generally accepted accounting principles. Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and paid in connection with amounts paid or owing to any Employeeexcept as disclosed on Schedule V, creditorthere is, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment as of the Company and/or any Subsidiaries Taxes is Restatement Ef- fective Date, no material action, suit, proceeding, investiga- tion, audit, or claim now pending or, to the best knowledge of the CompanyBorrowers, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties authority regarding any taxes relating to INTERCO or the business its Restricted Subsidiaries. As of the Company Restatement Effective Date, except as set forth on Schedule V, none of INTERCO or its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any Subsidiary. 6.15.2statute of limitations relating to the payment or collection of taxes of INTERCO or its Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of INTERCO or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. Neither As of the Company nor Restatement Effective Date, none of INTERCO or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any Subsidiary has agreed to make any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Except for amounts specifically set forth in Schedule V, none of INTERCO 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 INTERCO (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries for periods prior to the Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the Restatement Effective Date would reasonably be expected to have a Material Adverse Effect. (b) INTERCO'S tax basis in the shares of capital stock of (x) Converse spun-off in connection with the Converse Disposition was an amount not less than $165,000,000 at the time of the consummation thereof and (y) Florsheim spun-off in con- nection with the Florsheim Disposition was an amount not less than $50,000,000.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto(a) Each Seller has filed, the Company and each Subsidiary has filed or caused to be filed, on a timely basis, all material Tax Returns with respect to the Business and the Purchased Assets required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correctfiled, and such Tax Returns correctly reflected the facts regarding the incomeare true, business, assets, operations, activities, status correct and other matters of such entity complete in all material respects. (b) All material Taxes due and any other information required to be shown thereon. The Company and owing by each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment Seller with respect to the Business and the Purchased Assets (whether or proposed adjustment of the Company and/or not reflected on any Subsidiaries Tax Return) have been timely and fully paid. (c) There are no Liens for Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable)) upon any of the Purchased Assets. (d) With respect to the Business and the Purchased Assets, imposed no federal, state, local or non-U.S. Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Seller and no Seller has received from any Governmental Authority (including jurisdictions where any Seller has not filed a Tax Return) any (i) notice indicating an intent to open an audit or other review; or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authorityGovernmental Authority against any Seller. (e) With respect to the Business and the Purchased Assets, outstanding against no Seller has waived any statutes of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (f) With respect to the assetsBusiness and the Purchased Assets, properties or each Seller has complied, in all material respects, with all applicable Legal Requirements, rules and regulations relating to the business payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Company Code or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision similar provisions of state, local or foreign tax lawnon-U.S. Legal Requirements) and has duly and timely withheld and have paid over to the appropriate Governmental Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Legal Requirements. (g) None of the Assumed Liabilities is an obligation under any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement (other than any such agreement or arrangement entered into in the Ordinary Course of Business the primary purpose of which does not relate to Taxes) with respect to the Business and the Purchased Assets. (h) No Seller has any liability for the Taxes of any Person under applicable Legal Requirements, as a transferee or successor, by reason of a change in accounting method Contract or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result . (i) None of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or Purchased Assets is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to an interest in any joint venture, partnership, limited liability company, partnership or other arrangement or Contract which that could be treated as a partnership fiscally transparent entity for federal income tax Tax purposes. Neither the Company nor any Subsidiary is or . (j) No claim has ever been made by a “United States real property holding corporation” as Governmental Authority in a jurisdiction where a Seller does not file Tax Returns with respect to the Business and the Purchased Assets that term such Seller is defined in Section 897 of the Code.or may be subject to Tax by that jurisdiction. 3.18

Tax Returns and Payments. 6.15.1(a) Except as set forth on Schedule 3.14(a), each of the Company and its Subsidiaries has accurately prepared and filed on time with all appropriate governmental authorities all material Tax (as defined below) returns and other material documents that it has been required to file in respect of any Taxes for all fiscal periods ending on or prior to the First Closing Date and all such returns or other material documents are correct and complete in all material respects and do not contain a disclosure statement under Section 6662 of the Code. (b) Each of the Company and its Subsidiaries has paid in full all material Taxes due on or before the date hereof and, in the case of such Taxes accruing on or before such date that are not due on or before such date, the Company has made adequate provision in its books and records and Financial Statements to the extent currently required by GAAP. (c) Each of the Company and its Subsidiaries has withheld from each payment made to any of its present or former employees, officers, directors and managers all amounts required by law to be withheld or remitted. Each of the Company and its Subsidiaries has remitted all social security contributions and other Taxes payable by it in respect of its employees. Each of the Company and its Subsidiaries has charged, collected and remitted all material Taxes as required under applicable legislation on any sale, supply or delivery whatsoever, made by the Company or any of its Subsidiaries. (d) Except as set forth on Schedule 3.14(d), there are no reassessments of Taxes of the Company or any of its Subsidiaries that have been issued and are outstanding. No governmental authority has challenged, disputed or questioned the Company or any of its Subsidiaries in writing in respect of any Taxes or of any Tax returns, filings or other reports filed under any statute providing for such Taxes. (e) Except as set forth in Schedule 3.14(e), neither the SEC Reports and Company nor any of its Subsidiaries has (i) granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, or (ii) requested any extension of time within which to file any federal income Tax Return or any state income or franchise Tax Return, which Tax Return has not been filed as of the date hereof. (f) Except as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable3.14(f), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither neither the Company nor any Subsidiary of its Subsidiaries (i) is a party to or bound by (nor will it become a party to or become bound by) any Tax indemnity, Tax sharing, Tax allocation or similar agreement or arrangement (or administrative or accounting practice having substantially the same effect); (ii) has agreed to make any adjustment filed a consent under Section 481(a341(f) of the Internal Revenue Code (or any corresponding provisions of 1986state, as amended (local or foreign income tax law) or agreed to have Section 341(f) of the “Code”) Code (or any corresponding provision of state, local or foreign tax law) apply to any disposition of any asset owned by reason of a change in accounting method it; (iii) has agreed to make or otherwise, and neither the Company nor any Subsidiary will be is required to make any such material adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in under Section 897 481(a) of the Code.; (iv) has been a member of an affiliate group of corporations, within the meaning of

Tax Returns and Payments. 6.15.1. Except as set forth in described on Schedule 4.10: (a) All material Taxes required to be paid by each Company have been timely paid or caused to be paid through the SEC Reports date hereof and as set forth of the Closing; (b) All material Taxes that the Companies were required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Authority, and the Companies have complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in Schedule 6.15 heretoconnection with amounts paid to any past or present shareholder, the director, officer, agent, employee, independent contractor, creditor, or other third party; (c) Each Company and each Subsidiary has filed or caused to be filed in a timely manner (within any applicable extension periods) all Income Tax Returns and other material Tax Returns required to be filed by itit with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such correct in all material respects as of the time of filing; (d) Each Affiliated Group has filed all Tax Returns correctly reflected that it was required to file for each taxable period during which either of the facts regarding the income, business, assets, operations, activities, status and other matters Companies was a member of such entity Affiliated Group and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all material Taxes required shown as due thereon; (e) The Companies have paid to the State of Nevada the sum of $3,597,139 against their actual liability for Nevada State Net Proceeds of Minerals Taxes for 2013 and later periods; (f) Seller's estimate of the Companies' actual liability for the portion of 2013 for which Seller will be responsible under Section 6.4 is $1,600,000; (g) There are no ongoing Tax audits or other Tax proceedings and no waivers of statutes of limitations have been withheld and paid in connection with amounts paid given or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment requested with respect to either Company; (h) No Tax liens, other than Permitted Encumbrances, have been filed against either Company; (i) No unresolved deficiencies or proposed adjustment additions to Taxes have been proposed, asserted, or assessed in writing against either Company by any Governmental Authority; (j) No claim has been made in writing within the last three years by any Governmental Authority in a jurisdiction in which either Company does not file Tax Returns that either Company is or may be subject to taxation by that jurisdiction; (k) Neither Company is or has been a member of any Affiliated Group other than a group for which NMC is the common parent corporation; (l) Operations has not ever been required to make a basis reduction pursuant to former Treasury Regulation Section 1.1502 -20(b) or Treasury Regulation Section 1.337(d) -2(b). Operations has not been required to redetermine or reduce basis pursuant to Treasury Regulation Section 1.1502 -36(b). Neither Company is or has been required to reduce any attributes under Treasury Regulation Section 1.1502 -36(d), or (iii) has incurred (or been allocated) any dual consolidated loss within the meaning of Section 1503 of the Code; (m) Neither Company and/or will be required to include any Subsidiaries Taxes is pending oritem of income in, to or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the knowledge Closing Date as a result of any (i) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax lawTax Law), (ii) by reason of a change closing agreement as described in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result Section 7121 of the transactions contemplated by this Agreement. Neither the Company nor Code (or any Subsidiary has been or is a party to any tax sharing corresponding or similar agreement. provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date, (v) election made pursuant to Section 108(i) of the Code on or prior to the Closing Date, or (vi) adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law); (n) Neither the Company nor any Subsidiary is or has ever been engaged in any “listed transaction” for purposes of Treasury Regulation Sections 1.6011 -4(b) or 301.6111 -2(b)(2) or any analogous provision of state, local or foreign law; (o) Each Company has disclosed on its U.S. federal Income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; (p) Neither Company (i) is a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be that is treated as a partnership for United States federal income tax Tax purposes. Neither the Company nor any Subsidiary , (ii) has made an entity classification (“check-the-box”) election under Section 7701, (iii) is or has ever been a shareholder of a “United States real property holding controlled foreign corporation” as that term is defined in Section 897 957 of the Code (or any similar provision of state, local or foreign Law), or (iv) is or has ever been a shareholder in a “passive foreign investment company” within the meaning of Section 1297 of the Code; (q) Neither Company has any actual or potential liability under Treasury Regulations Section 1.1502 -6 (or any comparable or similar provision of federal, provincial, state, local or foreign law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any material Taxes of any Person other than the Companies or the group for which NMC is the common parent corporation; (r) Neither Company is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement other than such agreements which shall be terminated under Section 6.4(a); (s) Neither Company has distributed to their shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of such Company been distributed, in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement; and (i) Holdings and Operations are currently and will continue to be until the Closing, members of an Affiliated Group for which NMC is the common parent, (ii) the members of such Affiliated Group own all of the issued and outstanding capital stock of Holdings and Operations, (iii) Holdings and Operations have been included in prior tax years, and will be included for the tax period ending on the Closing Date, in the U.S. federal consolidated income tax return filed by NMC as the common parent, and (iv) upon the completion of the Acquisition, NMC will be eligible to file an election under Section 338(h)(10) of the Code with respect to Holdings and Operations.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company Parent and each Subsidiary of the Sellers has prepared and timely filed (taking into account extensions) all Tax Returns required to be filed by itit with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable Laws and regulations in all material respects, and all such Tax Returns are true, complete and accurate in all material respects. All Taxes with respect to the Assets or Business due and payable by the Parent or each such entity has timely paid all Taxes owed of the Sellers (whether or not shown or required to be shown on any Tax Return) have been timely paid (taking into account extensions). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company Parent and each Subsidiary of the Sellers has withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholdercreditor, member stockholder, or other third party. The Company , and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment Forms W-2 and 1099 required with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatenedthereto have been properly completed and timely filed. There is no Proceeding pending or threatened in writing with respect to any Taxes for which the Parent or any Seller has or would reasonably be expected to have any liability. Neither the Parent nor any Seller has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (except, in each case, in connection with any automatic or automatically granted extension to file any Tax Return). There are no Liens for Taxes on any of the Assets, except for Permitted Liens. Neither Parent nor any Seller (i) is a party to any Tax sharing, Tax allocation, Tax indemnity or similar Contract other than any such Contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has ever been a member of an affiliated, consolidated, combined, or unitary group and (iii) has liability for the Taxes of any other Person. In accordance with and to the extent required by applicable Law, the Parent and each Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, sales and other transfer tax lien exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar transfer taxes. Neither the Parent nor any Seller is currently the beneficiary of any extension of time within which to file any Tax Return (except, in each case, in connection with any automatic or automatically granted extension to file any Tax Return). There have never been any claims in writing by any Governmental Authority in a jurisdiction where the Parent or any Seller does not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Parent and each Seller is not a “foreign person” within the meaning of Section 1445 of the Code. Neither the Parent nor any Seller is subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect with respect to the Assets has been granted by the Parent or any Seller that will remain in effect after the Closing (other than for current Taxes not yet due and payablepowers of attorney granted to a payroll provider), imposed by any taxing authority, outstanding against the assets, properties or the business . None of the Company or any Subsidiary. 6.15.2Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. Neither None of the Company nor any Subsidiary has agreed Assets is (i) required to make any adjustment under be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 481(a168(g)(1)(A) of the Internal Revenue Code of 19861954, as amended amended, or (the “Code”ii) (or any corresponding provision of state, local or foreign tax lawsubject to Section 168(g)(1)(A) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this AgreementCode, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. Neither the Company Parent nor any Subsidiary Seller is currently, and has been or is not been, a party to any tax sharing “listed transaction” or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporationreportable transaction” as that term is defined in Section 897 6707A(c)(2) of the CodeCode and Treasury Regulations Section 1.6011-4(b)(2) (as modified by published IRS guidance).

Tax Returns and Payments. 6.15.1. Except as set forth in All U.S. Federal income, German income, material state income and other material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of 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 which are not yet due and payable, assets, operations, activities, status and other matters of such entity than those contested in good faith by appropriate proceedings and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of the CompanyHoldings and each Borrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authorityauthority regarding any taxes relating to Holdings or any of its Subsidiaries. Except as set forth on Annex IX, outstanding against the assets, properties or the business as of the Company 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 any Subsidiary. 6.15.2of 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. Neither the Company Holdings nor any Subsidiary has agreed of its Subsidiaries have provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. 6.15.1. Except as set forth in All Federal, material state and other ------------------------ material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, businessproperties or operations of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of Holdings and its Subsidiaries, assetsas the case may be, operationsfor the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes payable by them other than taxes which are not yet due and payable, activities, status and other matters of such entity than those contested in good faith by appropriate proceedings and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of Holdings and the CompanyBorrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties authority regarding any taxes relating to Holdings or the business any of its Subsidiaries. As of the Company 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 any Subsidiary. 6.15.2of 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. Neither the Company Holdings nor any Subsidiary has agreed of its Subsidiaries have provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. 6.15.1(a) Each tax required to have been paid, or claimed by any Governmental Body to be payable, by Xxxxxx or USCH (whether pursuant to any tax return or otherwise) has been duly paid in full and on a timely basis. Except as set forth in Any tax required to have been withheld or collected by Xxxxxx or USCH, including with respect to employees, has been duly withheld and collected; and (to the SEC Reports and as set forth in Schedule 6.15 hereto, extent required) each such tax has been paid to the Company and each Subsidiary has filed all Tax Returns appropriate Governmental Body. (b) All tax returns required to be filed by itor on behalf of Xxxxxx or USCH with any Governmental Body have been timely filed, taking into account valid extensions (collectively, the "Xxxxxx and each such entity has timely paid all Taxes owed (whether or not shown on any Tax ReturnUSCH Returns"). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information taxes required to be shown thereonpaid by Xxxxxx for the fiscal year 1998 have either been paid in full or shall not result in any liability to Xxxxxx. The Company All Xxxxxx and each Subsidiary has withheld and paid all Taxes required to USCH Returns (i) have been withheld filed when due and paid (ii) have been accurately and completely prepared in connection full compliance with amounts paid or owing all applicable legal requirements, in all material respects. Xxxxxx has delivered to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company Netivation accurate and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment complete copies of the Company and/or 1998 Xxxxxx and USCH Returns. (c) There have been no examinations or audits of any Subsidiaries Taxes Xxxxxx and USCH Returns, and, to the Knowledge of Xxxxxx and USCH, no such examination or audit has been proposed or scheduled by any Governmental Body. Xxxxxx and USCH have delivered to Netivation accurate and complete copies of all audit reports and similar documents (to which Xxxxxx has access) relating to the Xxxxxx and USCH Returns. (d) No claim or proceeding is pending or, to the knowledge Knowledge of Xxxxxx or USCH, has been threatened against Xxxxxx or USCH in respect of any tax. There are no unsatisfied Liabilities for taxes (including Liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Xxxxxx or USCH. There are no liens for taxes upon any of the Companyassets of Xxxxxx or USCH, threatened. There is no tax lien (other than except liens for current Taxes taxes not yet due and payable), imposed . Xxxxxx and USCH have not entered into or become bound by any taxing authority, outstanding against the assets, properties agreement or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed consent pursuant to make any adjustment under Section 481(a341(f) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code. (e) To the Knowledge of Xxxxxx and USCH, there is no agreement, plan, arrangement or other contract covering any employee or independent contractor or former employee or independent contractor of Xxxxxx or USCH that, individually or collectively, could give rise, directly or indirectly, to the payment of any amount that would not be deductible by reason of Section 280G or Section 162 of the Code. Xxxxxx and USCH are not, and have never been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar contract.

Tax Returns and Payments. 6.15.1. Except as set forth in All Federal, material state and other ------------------------ material returns, statements, forms and reports for taxes (the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns "Returns") required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding with respect to the income, business, assets, operations, activities, status properties or operations of Holdings and/or any of its Subsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of Holdings and its Subsidiaries for the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes payable by them other than immaterial taxes and other matters of such entity taxes which are not yet due and any payable, and other information required to be shown thereon. The Company than those contested in good faith by appropriate proceedings and each Subsidiary has withheld and paid all Taxes required to for which adequate reserves have been withheld and paid established in connection accordance with amounts paid GAAP. Except as disclosed in the financial statements referred to in Section 6.10(b) delivered to the Agent prior to the Initial Borrowing Date, there is no material action, suit, proceeding, investigation, audit, or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of Holdings and the CompanyBorrower, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened by any taxing authority, outstanding against the assets, properties authority regarding any taxes relating to Holdings or the business any of its Subsidiaries. As of the Company 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 any Subsidiary. 6.15.2of 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. Neither the Company Holdings nor any Subsidiary of its Subsidiaries has agreed provided, with respect to make themselves or property held by them, any adjustment consent under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. 6.15.1. Except as set forth in (a) The Company Parties have prepared and timely filed, or caused to be prepared and timely filed, with the SEC Reports and as set forth in Schedule 6.15 heretoappropriate Taxing Authorities, the Company and each Subsidiary has filed all Tax Returns (including any consolidated, combined, unitary or other similar Tax Return that includes or is required to include any Company Party) required to be filed by itor with respect to the Company Party (taking into account all applicable extensions of time to file), and each all such entity has Tax Returns are true, correct and complete in all material respects. (b) The Company Parties have duly and timely paid paid, or caused to be paid, all Taxes owed due and owing by them (whether or not shown as due and payable on any Tax Return). All such Except as set forth on Schedule 4.20(b), there is not any amount of accrued and unpaid Taxes of the Company Parties which are due as of the Closing Date, whether or not assessed or disputed. The unpaid Taxes of the Company Parties (including, for the avoidance of doubt, any employment, payroll or similar Taxes deferred under the CARES Act) did not, as of the Balance Sheet Date, exceed the reserve for actual Taxes (as opposed to any reserve for deferred Taxes established to reflect timing differences between book and Tax Returns were complete and correctincome) as shown on the face of the Balance Sheet, and will not, as of the Closing Date, exceed such reserve as adjusted to reflect the operations of the Company Parties in the Ordinary Course of Business through the Closing Date, in accordance with the reasonable past customs and practice of the Company Parties in filing their Tax Returns correctly reflected Returns. (c) There are in effect no waivers or extensions of applicable statutes of limitations with respect to Taxes for any year. No power of attorney granted by or with respect to the facts regarding Company Parties relating to Taxes is currently in force. (d) All Taxes that the income, business, assets, operations, activities, status and other matters of such entity and any other information Company Parties have been required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid withhold or collect in connection with amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholdercreditor, member or other third partyparty have been duly withheld or collected, and have been paid over to the proper authorities in accordance with applicable legal requirements, and the Company Parties have complied with any other legal requirements in respect of such Taxes. All Taxes that the Company Parties have been required to withhold, collect or pay in connection with the distributive shares of or allocations to any member have been duly withheld, collected and paid, as required. (e) A timely and valid election under Section 83(b) of the Code was made in respect of any equity interests in any Company Party that are subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. (f) The Company Parties have delivered, or made available, to Parent true, correct and complete copies of all Tax Returns filed by or on behalf of the Company Parties for all taxable periods for which the applicable statute of limitations has not yet expired, and all audit or examination reports, statements of deficiency, notices of proposed deficiencies, deficiency notices, closing agreements, settlement agreements, rulings and pending ruling requests relating to Taxes submitted, received or agreed to by or on behalf of the Company Parties for all taxable periods for which the applicable statute of limitations has not yet expired. The Company Parties have conducted all aspects of its business in accordance with the terms and each Subsidiary has established adequate reserves conditions of all Tax rulings and Tax concessions that were provided by any relevant Tax Authority. (g) There are no Liens for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment on any assets of any Company Party other than Permitted Liens. (h) Neither the Company and/or Parties nor any Subsidiaries Taxes Seller have received any written notice or received any other written communication from any Governmental Authority that any Tax deficiency or delinquency has been asserted against any Company Party or that the Company Party is pending or, subject to the knowledge of the Company, threatenedTax in any jurisdiction in which it does not currently file Tax Returns. There is no tax lien unpaid assessment, proposal for additional Taxes, deficiency or delinquency in the payment of any of the Taxes that has been asserted by any Governmental Authority against any Company Party. No audit or other examination of any Tax Return of the Company Parties is presently in progress and no Company Party has received written notice or any other written communication from any Governmental Authority that an audit of the Company Party is pending or that such audit is threatened. No adjustment relating to any Tax Return filed by any Company Party has been proposed in writing by any Governmental Authority nor does any Company Party have Knowledge of any proposed adjustment. No Company Party has executed any currently effective waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (i) No Company Party has ever been a member of an affiliated or combined group filing a combined or unitary Tax Return for federal, state, local or foreign Tax purposes, other than a group of which the Company Party is or was the parent. No Company Party has any liability for the Taxes of another Person as a transferee or successor, or otherwise by operation of law or by Contract (other than for current Taxes a Contract entered into in the ordinary course of business not yet due primarily related to Taxes). (j) No Company Party is now, and payable)at no time in the past has been, imposed a party to or bound by any taxing authoritya Tax-sharing, outstanding against the assets, properties allocation or the business of the Company indemnification agreement or any Subsidiarysimilar arrangement with continuing effect. 6.15.2. Neither (k) No Company Party has participated in, been a party to, or a promoter of, a transaction that constitutes a “listed transaction” or “reportable transaction” within the Company nor any Subsidiary has agreed to make any adjustment under meaning of Section 481(a6707A(c) of the Internal Revenue Code or Treasury Regulation Section 1.6011-4(b) as of 1986the Closing Date. (l) The Company is not and has not been a “reporting corporation” subject to the information reporting and record maintenance requirements of Section 6038A of the Code and the Treasury Regulations promulgated thereunder. Each Company Party has disclosed on its U.S. federal income Tax Returns and reports all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code. (m) No Company Party is, and has not been within the period specified in Section 897(c) of the Code, a United States real property holding corporation and no interest in any Company Party is a United States real property interest, in each case, within the meaning of Section 897 of the Code. (n) No Company Party has within the last two (2) years distributed equity of another entity, or has had its equity distributed by another entity. (o) No Company Party 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) after the Closing Date as amended a result of any: (i) change in method of accounting made or request on or before the Closing Date; (ii) “Code”closing agreement” with, or ruling received from, any Taxing Authority executed on or prior to the Closing Date; (iii) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding similar provision of state, local or foreign tax non-U.S. law) by reason on or before the Closing Date; (iv) installment sale or open transaction method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a change in accounting method transaction that occurred on or otherwise, and neither prior to the Company nor Closing Date; (v) prepaid amount received on or prior to the Closing Date; or (vi) any Subsidiary will be required to make any such adjustment as a result election under Section 108(i) or Section 965 of the transactions contemplated Code. The Company Parties use the accrual method of accounting for Tax purposes. (p) No Company Party is subject to Tax in any country other than its country of formation by this Agreement. Neither the virtue of having a permanent establishment or other place of business in such other country. (q) Except as set forth on Schedule 4.20, no Company nor Party directly or indirectly owns any Subsidiary has been stock or is a party to other ownership interests in any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any partnership, joint venture, partnership, limited liability company, or other entity taxed as a partnership or other pass-through entity for U.S. federal income Tax purposes (other than ownership interests in another Company Party). (r) All related party transactions involving any Company Party are at arm’s length and in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any comparable provision of any other Tax law. No Company Party is a party to any cost-sharing agreement or similar arrangement that is not in compliance with Treasury Regulation Section 1.482-7 and any comparable provision of any other Tax Law. All intercompany payments to which a Company Party is a party have been calculated in accordance with Treasury Regulation Section 1.482-7 and any comparable provision of any other Tax Law. (s) Each of the Company Parties (other than the Company and GR Florida) is, and always has been, taxable as a partnership or Contract which could be disregarded entity for all federal, state, and local income Tax purposes. Since inception until (and including) June 7, 2019, GR Florida was properly classified as an “S corporation” (within the meaning of Sections 1361 and 1362 of the Code and any comparable federal, state and local tax provisions) for all federal, state, and local income Tax purposes, and since (and including) June 8, 2019, GR Florida has been properly treated as a partnership disregarded entity for federal all federal, state, and local income tax Tax purposes. Neither Since inception until (and including) June 7, 2019, GR Florida made all distributions (actual or deemed) pro rata to and among its members based on the members’ respective ownership of units of membership interests and complied in all respects with the requirement under Section 1361(b)(1)(D) of the Code that an S corporation shall have only one class of stock. (t) Since inception, the Company nor has properly been classified as an “S corporation” (within the meaning of Sections 1361 and 1362 of the Code and any Subsidiary comparable federal, state and local tax provisions) for all federal, state, and local income Tax purposes. The Company has not at any time had any “net unrealized built-in gain” within the meaning of Section 1374(d) of the Code that would give rise to taxation pursuant to Section 1374 of the Code (or any comparable federal, state or local tax provisions) if all of the assets of the Company were disposed of as of the end of the day immediately preceding the Closing Date at their respective fair market values. The Company has made all distributions (actual or deemed) pro rata to and among its members based on the members’ respective ownership of units of membership interests and has complied in all respects with the requirement under Section 1361(b)(1)(D) of the Code that an S corporation have only one class of stock. (u) Schedule 4.20(u) contains a list of each loan or other financial assistance under the CARES Act, the Paycheck Protection Program and Health Care Enhancement Act (P.L. 116-139) or subsequent similar legislation related to COVID-19 relief that the Company Parties have applied for or received. Loan forgiveness is available for the full amount of each such loan or other financial assistance. The Company Parties were eligible to make such application and receive each such loan or other financial assistance, and has ever been complied with all applicable conditions, including any applicable conditions to maintain eligibility for any available loan forgiveness, with respect to each such loan or other financial assistance. (v) The Company Parties have not deferred any Taxes or other amounts pursuant to the CARES Act or any other Law related to COVID-19. (w) The Company Parties conduct a “United States real property holding corporationhistoric business” for purposes of Treasury Regulation Section 1.368-1(d) and no Company Party has sold, transferred or otherwise disposed of any of its assets (or that of its subsidiaries) as would prevent Parent or a corporation included in Parent’s qualified group within the meaning of Treasury Regulation Section 1.368- 1(d)(4)(ii) from continuing the historic business of such Company Party or using a significant portion of such Company Party’s historic business assets in a business (within the meaning of Treasury Regulation Section 1.368-1(d)). (x) No Company Party or Seller has taken any action (or permitted any action to be taken), nor is aware of any fact or circumstance, that term is defined would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. (y) For avoidance of doubt, the representations in this Section 897 4.20 shall not apply in respect of Taxes for any Tax period that begins after the Closing Date, other than in respect of a breach of the Coderepresentations set forth in Sections 4.20(b) (to the extent related to deferred Taxes), Section 4.20(i) (to the extent related to the second representation), Section 4.20(j), (o) or (v).

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the (a) The Company and each Subsidiary has timely filed all Tax Returns required to be filed by it. These Tax Returns are true and correct in all material respects. All Taxes shown to be due and payable on such Tax Returns, any assessments imposed and each such entity has all other taxes due and payable by the Company have been timely paid all Taxes owed (whether or not shown on any Tax Return)will be paid prior to the time they become delinquent. All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information Taxes required to be shown thereonwithheld and paid over by the Company to any relevant taxing authority in connection with payments to employees, independent contractors, creditors, stockholders or to third parties have been so withheld and paid over. The Company and each Subsidiary has withheld and paid all Taxes required to not been advised (i) that any of its returns, federal, state or other, have been withheld and paid or are being audited as of the date hereof or (ii) of any deficiency in connection with amounts paid assessment or owing proposed judgment to any Employeeits federal, creditor, independent contractor, shareholder, member state or other third partytaxes. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The accruals and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment (other than deferred Taxes) reflected on the unaudited balance sheet as of September 30, 1999 are complete and adequate to cover any liabilities for Taxes with respect to periods or proposed adjustment portions of periods ending on or before September 30, 1999. The accruals and reserves for Taxes (other than deferred Taxes) established in the books and records of the Company and/or are complete and adequate to cover any Subsidiaries liabilities for Taxes is pending or, that are attributable to the knowledge of period beginning after September 30, 1999 and ending on the CompanyFirst Closing Date. No Tax authority in a jurisdiction where the Company does not file Tax Returns has made a claim, threatenedassertion or threat that the Company is or may be subject to Tax in such jurisdiction. There is no tax lien (other than for current Taxes not yet due and payable), imposed No audits or examinations with respect to the Company are ongoing or have been threatened or proposed by any taxing authority. No deficiencies for any Tax have been threatened, outstanding proposed, asserted or assessed against the assets, properties Company which have not been satisfied. No waivers or extension of statutes of limitations with respect to Taxes have been given by the business Company. Complete copies of all Tax Returns of the Company or any Subsidiary. 6.15.2. Neither that have been filed by the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.since its inception have

Tax Returns and Payments. 6.15.1(a) Hollywood is an "S Corporation" under the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the "Code") and validly elected treatment as an "S Corporation" in 1991 and since then has maintained its status as an S Corporation. Except Hollywood Acquisition Company is, and has been since its formation, a qualified subchapter S subsidiary (as defined in Section 1361(b)(3) of the Code). Since Hollywood elected treatment as an S corporation, it has not owned any interest in any corporation other than Hollywood Acquisition Company. (b) Parent has been provided with copies of HMI's federal income tax returns and all applicable state and local tax returns that have been filed for any period during the last three (3) years by HMI, which returns in all material respects are true and complete and accurately set forth in all the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company set forth therein. (c) All material tax returns and each Subsidiary has withheld and paid all Taxes reports of HMI required by law to be filed have been withheld duly filed, and paid all ad valorem taxes, property taxes, corporate franchise taxes, capital taxes, unemployment taxes, occupation taxes, withholding taxes, income taxes, sales and use taxes, inland waterway user fees, harbor service fees and all other taxes and levies of every kind, character or description of HMI or upon any of its properties, assets, income or franchises that are due and payable (regardless of whether such taxes have been reflected in connection with amounts paid the tax returns filed) have been paid, other than those currently payable without penalty or owing interest or those being contested in good faith and for which adequate reserve has been made. (d) Except for the matters set forth on the Disclosure Schedule, HMI is not at present the subject of any audit, has not received any notice of any unpaid tax, is not contesting any tax assessment, and has not been advised by any taxing authority of any scheduled audit. (e) The charges, accruals and reserves on the books of HMI in respect of accrued taxes for all periods to any Employeedate are, creditorand for all periods through the Effective Date will be, independent contractoradequate to provide fully for all such taxes, shareholderand, member except as stated above, there is no unpaid assessment for additional federal, state, local or other third party. The Company taxes for any such fiscal period and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to the Shareholders know of no basis therefor. (f) There are no actions, suits, proceedings, investigations, inquiries or proposed adjustment of the Company and/or any Subsidiaries Taxes is claims now pending or made or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties Hollywood or the business Shareholders, threatened against HMI in respect of the Company or any Subsidiarysuch taxes. 6.15.2. Neither the Company nor any Subsidiary has agreed (g) Hollywood is not required to make include in income any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated initiated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.HMI

Tax Returns and Payments. 6.15.1(a) The Disclosure Letter sets forth a true and complete list of all Taxes to which TARGET currently is subject. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 heretoDisclosure Letter, the Company and each Subsidiary (i) TARGET has timely filed all Tax Returns required to be filed by itapplicable Law and all such Tax Returns are true and correct in all material respects, and each (ii) such entity Tax Returns are not subject to penalties under Section 6662 of the Code, relating to accuracy-related penalties (or any corresponding provision of the state, local or foreign Tax law) or any predecessor provision of law. An extension of time within which to file any Tax Return that has timely not been filed has not been requested or granted. (b) TARGET has paid all Taxes owed (whether including estimated Taxes) and other assessments due on or prior to the Agreement Date, except those, if any, currently being contested by it in good faith by TARGET and which are listed in the Disclosure Letter; and TARGET is not shown on delinquent in the payment of any Tax nor delinquent in the filing of any Tax Return). All such Tax Returns were complete Without limiting the generality of the foregoing, TARGET has reported and correct, duly paid state and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status local sales and other matters of such entity and any other information use Taxes in all states in which it is required to be shown thereon. The Company report and each Subsidiary pay such Taxes. (c) TARGET has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, filed a consent pursuant to the knowledge provisions of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”341(f) (or any corresponding provision of state, local or foreign income tax law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign income tax law) apply to any disposition of any asset owned by it. TARGET has not made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) other than in the ordinary course of business consistent with past practices. TARGET has not had any Tax deficiency threatened, claimed, proposed or assessed against it, nor has it executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax, assessment or other governmental charge. TARGET has not received any notification or other communication indicating that any issues have been raised (and are currently pending) by the Internal Revenue Service or any other Governmental Authority regarding its Taxes or Tax Returns, nor has its Tax Returns been audited by the Internal Revenue Service or any other Governmental Authority. TARGET has withheld or collected from each payment made to each of its employees, whether in cash, stock or in kind, the full 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 Governmental Authority or authorized depositories. No material special charges, penalties, fines, liens or other similar encumbrances have been asserted against TARGET with respect to the payment or failure to pay any Taxes which have not been paid or received without further liability to TARGET. TARGET has provided to PARENT prior to the Agreement Date copies of all Tax Returns of TARGET for the prior taxable periods. (d) TARGET (i) has not been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code and(ii) has agreed to make nor is it required to make any adjustments under Section 481(a) of the Code by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1(a) Each tax required to have been paid, or claimed by any Governmental Body to be payable, by Politicallyblack(whether pursuant to any tax return or otherwise) has been duly paid in full and on a timely basis. Except as set forth in Any tax required to have been withheld or collected by Politicallyblack, including with respect to employees, has been duly withheld and collected; and (to the SEC Reports and as set forth in Schedule 6.15 hereto, extent required) each such tax has been paid to the Company and each Subsidiary has filed all Tax Returns appropriate Governmental Body. AGREEMENT AND PLAN OF MERGER - 10 (b) All tax returns required to be filed by itor on behalf of Politicallyblack with any Governmental Body have been timely filed (collectively, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Returnthe "Politicallyblack Returns"). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information taxes required to be shown thereonpaid by Politicallyblack for the fiscal year 1998 have either been paid in full or shall not result in any liability to Politicallyblack. The Company and each Subsidiary has withheld and paid all Taxes required to All Politicallyblack Returns (i) have been withheld filed when due and paid (ii) have been accurately and completely prepared in connection full compliance with amounts paid or owing all applicable legal requirements. Politicallyblack has delivered to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company Netivation accurate and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment complete copies of the Company and/or 1998 Politicallyblack Returns. (c) There have been no examinations or audits of any Subsidiaries Taxes Politicallyblack Return, and, to the Knowledge of Politicallyblack, no such examination or audit has been proposed or scheduled by any Governmental Body. Politicallyblack has delivered to Netivation accurate and complete copies of all audit reports and similar documents (to which Politicallyblack has access) relating to the Politicallyblack Returns. (d) No claim or proceeding is pending or, to the knowledge Knowledge of Politicallyblack, has been threatened against Politicallyblack in respect of any tax. There are no unsatisfied Liabilities for taxes (including Liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Politicallyblack. There are no liens for taxes upon any of the Companyassets of Politicallyblack, threatened. There is no tax lien (other than except liens for current Taxes taxes not yet due and payable), imposed . Politicallyblack has not entered into or become bound by any taxing authority, outstanding against the assets, properties agreement or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed consent pursuant to make any adjustment under Section 481(a341(f) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code. (e) To the Knowledge of Politicallyblack, there is no agreement, plan, arrangement or other contract covering any employee or independent contractor or former employee or independent contractor of Politicallyblack that, individually or collectively, could give rise, directly or indirectly, to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. Politicallyblack is not, and has never been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar contract.

Tax Returns and Payments. 6.15.1. Except as set forth would not reasonably be expected to result, individually or in the SEC Reports and as set forth aggregate, in Schedule 6.15 heretoa Material Adverse Effect, (i) the Company Lead Borrower and each Subsidiary of Holdings’ Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all Tax Returns returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by itby, or with respect to the income, properties or operations of, the Lead Borrower and/or any of Holdings’ Subsidiaries, (ii) the Returns accurately reflect liability for Taxes of the Lead Borrower and Holdings’ Subsidiaries for the periods covered thereby, and (iii) and the Lead Borrower and each such entity has timely of Holdings’ Subsidiaries have paid all Taxes owed payable by them (whether including in the capacity of withholding agent), other than those that are being Properly Contested. There is no action, suit, proceeding, investigation, audit or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the best knowledge of the CompanyLead Borrower or any of Holdings’ Subsidiaries, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened in writing by any taxing authorityauthority regarding any Taxes relating to the Lead Borrower or any of Holdings’ Subsidiaries, outstanding against which, if determined adversely to Holdings or any of its Subsidiaries, could reasonably be expected to result, individually or in the assetsaggregate, properties or the business in a Material Adverse Effect. As of the Company Amendment No. 5 Effective Date, neither the Lead Borrower nor any of Holdings’ 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 Lead Borrower or any Subsidiary. 6.15.2. Neither of Holdings’ Subsidiaries, or is aware of any circumstances that would cause the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) taxable years or other taxable periods of the Internal Revenue Code of 1986, as amended (the “Code”) (Lead Borrower or any corresponding provision of state, local or foreign tax law) by reason Holdings’ Subsidiaries not to be subject to the normally applicable statute of limitations with respect to a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result material amount of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeTax.

Tax Returns and Payments. 6.15.1Except as set forth on SCHEDULE 3.17, neither the LLC nor the Seller, nor any entity to whose liabilities the LLC or the Seller has succeeded, have filed or been included in a consolidated, unitary, or combined tax return with another person. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 heretoon SCHEDULE 3.17, the Company LLC and each Subsidiary has the Seller represent and warrant that: (a) the LLC and the Seller have filed all Tax Returns required to be filed by it, tax returns and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes reports required to have been withheld filed by or for it; including but not limited to those with respect to income, payroll, property, employee withholding, social security, unemployment, franchise, excise, use, and sales taxes, and has either paid in connection full all taxes that have become due as reflected on any such return or report (including any interest and penalties with amounts paid respect thereto shown to be due) or owing to any Employee, creditor, independent contractor, shareholder, member have fully accrued on their books or other third party. The Company and each Subsidiary has have established adequate reserves for all Taxes accrued taxes payable but not yet payable. No due; (b) all material information set forth in such returns or reports is accurate and complete; (c) the LLC and the Seller has paid or made adequate provision for all taxes, additions to tax, penalties, and interest payable by the LLC or the Seller; (d) to the best of the Seller's knowledge, no unpaid tax deficiency assessment has been asserted against or with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to LLC and the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed Seller by any taxing authority, outstanding against and neither the assetsLLC nor the Seller has received written notice of any such assertion; (e) the LLC and the Seller have collected or withheld all amounts required to be collected or withheld by it for any taxes, properties and to the extent required by law, all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due; (f) the business LLC and the Seller are in compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and tax withholding requirements; (g) the balance sheets contained in the Financial Statements fully and properly reflect, as of the Company dates thereof, the liabilities of the LLC and the Seller for all accrued taxes, additions to tax, penalties, and interest; (h) for periods ending after the date of the most recent Financial Statements, the books and records of the LLC and the Seller fully and properly reflect their liability for all accrued taxes, additions to tax, penalties, and interest; (i) neither the LLC nor the Seller has granted, nor are they subject to, any waiver of the period of limitations for the assessment of tax for any currently open taxable period; (j) the LLC and the Seller have not made or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed entered into, and hold (no asset subject to, a consent filed pursuant to make any adjustment under Section 481(a341(f) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”"CODE") (and the regulations thereunder or any corresponding provision a "safe harbor lease" subject to former Section 168(f)(8) of statethe Internal Revenue Code of 1954, local or foreign tax law) by reason as amended before the Tax Reform Act of a change in accounting method or otherwise1986, and the regulations thereunder; (k) neither the Company LLC nor any Subsidiary will be the Seller is required to make include in income any such amount for an adjustment as a result pursuant to Section 481 of the transactions contemplated by this Agreement. Neither Code or the Company regulations thereunder; and (l) neither the LLC nor any Subsidiary has been or the Seller is a party to to, or obligated under, any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, agreement or other arrangement or Contract which could providing for the payment of any amount that would be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in an "excess parachute payment" under Section 897 280G of the Code.

Tax Returns and Payments. 6.15.1The Guarantor, its Subsidiaries, and any ------------------------ predecessors to the Guarantor or any Subsidiary, have filed or obtained extensions of all Tax Returns heretofore required by law to be filed by any of them and all such Tax Returns were correct and complete in all material respects. All Taxes for which the Guarantor or any Subsidiary is liable have been paid in full or are adequately provided for in accordance with GAAP on the financial statements of the applicable Person, except to the extent such failure would not have a Material Adverse Effect. All amounts required by law to be withheld, collected or provided for by the Guarantor or any Subsidiary, including deposits with respect to Taxes constituting employees' income withholding taxes, have been duly withheld, collected or provided for and have been paid over to the proper federal, provincial, state, municipal or local authority, to the extent due and payable, or are held by the applicable Person for such payment. No Liens arising from or in connection with Taxes have been filed and are currently in effect against the Guarantor or any Subsidiary, except for Liens for Taxes which are not yet due or which are being contested in good faith and as to which reserves have been set aside on the books of the Guarantor or such Subsidiary, as applicable, to the extent required by GAAP. The Guarantor and its Subsidiaries, including any predecessors thereto, have not executed or filed with any taxing authority any agreement or document extending, or having the effect of extending, the period for assessment or collection of any Taxes. The federal income Tax Returns of the Guarantor and its Subsidiaries, and any predecessors thereto, have been examined by the IRS, or the statute of limitations with respect to federal income Taxes has expired, for all tax years to and including the fiscal year ended December 31, 1996 and any deficiencies have been paid in full or appropriate action or appropriate reserves therefor in accordance with GAAP have been established on books of the Guarantor or such Subsidiary. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 4.10 hereto, ------------- neither the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company Guarantor nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing agreement or similar agreementarrangement. Neither No audits or investigations are pending or, to the Company nor any Subsidiary is or has ever been a party Guarantor's knowledge, threatened with respect to any joint venture, partnership, limited liability companyTax Returns or Taxes of the Guarantor or any Subsidiary, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codepredecessor thereto.

Tax Returns and Payments. 6.15.1. Except as set forth in (a) All of the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns of Seller required by law to be filed by iton or before the date hereof have been duly and timely filed, and each such entity has timely paid all Taxes owed by Seller (whether or not shown on any such Tax Return)) have been paid. All such Tax Returns were correct and complete and correct, and such in all material respects. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns correctly reflected that the facts regarding Business is or may be subject to the income, business, assets, operations, activities, status and other matters imposition of such entity and any other information required Tax by that jurisdiction. There are no Encumbrances on any of the assets of Seller that arose in connection with any failure (or alleged failure) to be shown thereon. The Company and each Subsidiary pay any Tax. (b) There are in effect no waivers of any applicable statute of limitations in respect of Taxes nor any extensions of time with respect to a Tax assessment or deficiency. (c) Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employeeemployee, creditorconsultant, independent contractor, shareholdercreditor, member stockholder, or other third party. (d) Seller is not a party to any Tax allocation or sharing agreement. The Company and each Subsidiary Seller (i) has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment been a member of an Affiliated Group (as defined by Section 1504 of the Company and/or Code) filing a consolidated federal income Tax Return or (ii) has no liability for the Taxes of any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatenedPerson under Treas. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any SubsidiaryReg. 6.15.2Section 1. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 1502 6 (or any corresponding similar provision of state, local local, or foreign tax law) ), as a transferee or successor by reason of a change in accounting method contract or otherwise. (e) No liability for any Tax will be imposed upon the Purchased Assets or Seller or its other assets with respect to any period before the Closing Date. Seller is not subject to any open audit in respect of its Taxes, no deficiency assessment or proposed adjustment for Taxes is pending, and neither Seller has no Knowledge of any liability, whether or not proposed, for any Tax with respect to any period through the Company nor date hereof to be imposed upon any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this AgreementSeller's properties or assets. Neither the Company nor Seller is not aware of any Subsidiary has been dispute or is a party to claim concerning any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 Taxes of the CodeSeller.

Tax Returns and Payments. 6.15.1. (i) Except as set forth disclosed in Section 3.1(t)(i) of the SEC Reports and as set forth in Schedule 6.15 heretoDisclosure Schedules, each of the Existing Company and each Subsidiary Entities, has timely filed all Tax Returns required pursuant to applicable Legal Requirement to be filed by itwith any Tax Authority, all such Tax Returns are accurate, complete and correct in all material respects, and each such entity Existing Company Entity, has timely paid all Taxes owed due and owing. Since their respective date of incorporation, none of the Existing Company Entities has incurred any Taxes or assessments other than in the ordinary course of business. Each Existing Company Entity (whether or not shown on any Tax Return). All such Tax Returns were complete 1) has timely, properly and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has accurately withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing collected, from payments made to any Employee, creditoremployee, independent contractor, shareholdercreditor, member shareholder or any other third party. The Company and each Subsidiary has established adequate reserves for all applicable person, the amount of Taxes accrued (including, but not yet payable. No deficiency assessment with respect limited to, United States, the British Virgin Islands, the PRC and Hong Kong income Taxes and other local or foreign Taxes) required to be withheld or proposed adjustment of collected therefrom that, individually or in the Company and/or any Subsidiaries Taxes is pending oraggregate, would have a Material Adverse Effect, and (2) has timely paid the same to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryproper Tax Authority. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under (ii) Section 481(a3.1(t) of the Internal Revenue Code Disclosure Schedules lists each jurisdiction in which any Existing Company Entity benefits from Incentives and describes the details of 1986, as amended (such Incentives. No non-compliance with the “Code”) (terms and conditions of any of such Incentives exists which would result in any Existing Company Entity losing any of the benefits of any of such Incentives or such Incentives not being available to any corresponding provision of state, local or foreign tax law) by reason of a change the Existing Company Entities in accounting method or otherwisethe future, and neither no Existing Company Entity has received any written notice from any Governmental Authority claiming that such Incentives were not, or will not in the Company nor any Subsidiary will future, be required to make any such adjustment as a result available. To the Company’s Knowledge, the consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Incentives, nor will it cause any such Incentive to lapse or result in a requirement to repay any Incentives already received. For purposes of this Agreement. Neither , the Company nor any Subsidiary has been or is a party to any tax sharing term “Incentives” means exemptions from taxation, Tax holidays, reduction in Tax rate or similar agreement. Neither the Company nor any Subsidiary is Tax reliefs and other financial grants, subsidies or has ever been similar incentives granted by a party Governmental Authority, solely relating to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeTaxes.

Tax Returns and Payments. 6.15.1. (a) Except as set forth in described on Schedule 3.10, the SEC Reports Company: (i) has timely paid or caused to be paid all Taxes required to be paid by it through the date hereof and as set forth in Schedule 6.15 hereto, of the Company and each Subsidiary Closing (whether or not shown as due on any Tax Return); and (ii) has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it, and each such entity has timely paid it with the appropriate Governmental Authority in all Taxes owed (whether or not shown on any Tax Return). All jurisdictions in which such Tax Returns are required to be filed, and all Tax Returns filed on its behalf were complete and correctcorrect in all material respects. (b) The Company has previously delivered true, correct and complete copies of all Income Tax Returns filed by or on behalf of the Company through the date hereof for the periods ending December 31, 2010, December 31, 2011 and for all subsequent periods, including December 31, 2012. (c) Except as described on Schedule 3.10, to the Knowledge of the Company: (i) the Company has not been notified by the IRS or any other Governmental Authority that any issues have been raised (and no such issues are currently pending) by the IRS or any other taxing authority in connection with any Tax Return filed by it or on its behalf; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to the Company; no Tax Liens have been filed against the Company; and no unresolved deficiencies or additions to Taxes have been proposed, asserted, or assessed against the Company; and (ii) no claim has been made within the last five years by any Governmental Authority in a jurisdiction in which the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. (d) The Company is a C Corporation for U.S. federal Income Tax purposes. (e) The Company has not changed its accounting method as described in Section 481 of the Code, has a request pending with, or been required by the IRS, to change its accounting methods. (f) The Company has timely withheld all amounts required by Legal Requirements or agreement to be withheld from the wages, salaries or other payments to employees of or consultants or contractors to the Company has filed returns and deposits with the relevant Governmental Authority where applicable, and such is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. (g) The Company is not a party to any Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereonsharing agreement or similar arrangement (including an indemnification agreement or arrangement). The Company and each Subsidiary has withheld and paid all Taxes required to have never been withheld and paid in connection with amounts paid a member of a group filing a consolidated federal income Tax Return or owing to any Employeea combined, creditorconsolidated, independent contractor, shareholder, member unitary or other third party. The Company affiliated group Tax Return for state, local or foreign Tax purposes and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or has no liability for the Taxes of any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment person under Treasury Regulation Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 1.1502-6 (or any corresponding provision of state, local or foreign tax Tax law) ), or as a transferee or successor, or by reason of a change in accounting method contract, or otherwise, and neither the . (h) The Company nor any Subsidiary will not be required to make include any such adjustment amount in income for taxable periods (or portions thereof) after the Closing Date as a result of (i) entering into any “closing agreement” within the transactions contemplated by this Agreement. Neither meaning of Section 7121 of the Company nor Code (or any Subsidiary has been similar provision of applicable state, local or is a party foreign Law) on or prior to the Closing Date, (ii) any tax sharing intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar agreement. Neither provision of state, local or foreign law), (iii) any installment sale or open transaction disposition made on or prior to the Company nor Closing Date, and (iv) any Subsidiary is prepaid amount received on or has ever been a party prior to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeClosing Date.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the The Company and each Subsidiary has of its Subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account valid extensions of time within which to file) all income and other material Tax Returns required to be filed by itany of them, and each all such entity has timely paid filed Tax Returns (taking into account all amendments thereto) are true, complete and correct in all material respects. All Taxes owed by the Company and each of its Subsidiaries (whether or not shown to be due and payable on any Tax Return) have been timely paid except for Taxes (i) that are being contested in good faith by appropriate proceedings or for which adequate reserves have been established in accordance with GAAP or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not executed any outstanding waiver of any statute of limitations for, or extension of, the period for the assessment or collection of any Tax which period has not yet expired (other than automatic extensions or any customary extensions obtained in the ordinary course of business). All such Tax Returns were complete and correctThere are no examination, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status audits or other administrative or court proceedings of any income and other matters material Tax Return of such entity and the Company or any of its Subsidiaries by any Governmental Entity (or any other information required to be shown thereondispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries) currently in progress or threatened in writing other than any examination, audit or proceeding presenting issues for which adequate reserves have been established in accordance with GAAP. The Company and each Subsidiary has of its Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has, within the time and manger prescribed by Law, paid over to the proper Governmental Entity all material amounts required to be withheld and paid over under all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatenedapplicable Laws. There is are no tax lien (other than for current Liens relating or attributable to Taxes not yet due and payable), imposed by any taxing authority, outstanding against encumbering the assets, properties or the business assets of the Company or any Subsidiary. 6.15.2of its Subsidiaries, except for Permitted Liens. Neither Within the Company nor any Subsidiary has agreed to make any adjustment under Section 481(apast six (6) of the Internal Revenue Code of 1986years, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). The Company is not and has not been for the five years prior to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint ventureClosing, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeCode and any applicable Treasury Regulations promulgated thereunder.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports (a) Seller shall prepare or cause to be prepared and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has shall file or cause to be filed all Tax Returns returns of the Companies required to be filed by iton or prior to the Closing Date (taking into account valid extensions of time to file), and each Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax returns of the Companies. All returns prepared by Seller and Buyer (to the extent such entity has timely paid returns cover periods prior to the Closing Date) shall, except as otherwise required by law, be prepared in a manner consistent with past practice of the Companies. (b) To the extent permitted by law, Seller and Buyer shall use their best efforts to cause any Taxable period of the Companies to close on the Closing Date. (c) With the view to minimize all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and payable by each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties Companies or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment payable as a result of the transactions contemplated by this AgreementAgreement to the maximum extent permitted by applicable law, Seller and Buyer shall cooperate in good faith in (i) preparing and filing all Tax returns with respect to the Companies and the sale of the Business, (ii) maintaining and making available to each other all records necessary in connection with Taxes relating to such returns and (iii) resolving all disputes and audits with respect to such Taxes. Neither Buyer and Seller recognize that each may need access, from time to time, after the Company nor Closing Date, to certain accounting and tax records and information held by the other, including all computerized books and records and any Subsidiary has been such information stored on any other form of media ("Tax Records"); therefore, Buyer and Seller agree (x) to allow (and Buyer and Seller shall cause the Companies to allow) each other and their agents and representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such Tax Records and to make available the appropriate personnel with knowledge of such Tax Records to help answer questions, such activities to be conducted during normal business hours and with the requesting party paying out of pocket expenses only and (y) to offer the other parties such records before destroying such records. Buyer shall, and shall cause the Companies to, provide information to Seller necessary for the preparation of all Tax returns required to be prepared or is a party filed by Seller. (d) Seller shall have the sole and exclusive authority to file amended United States Federal Tax returns for any periods that end prior to or include the Closing Date. Any refunds with respect to such Tax returns shall be the property of Seller. Buyer shall have the sole and exclusive authority to file amended Tax returns of the Companies (other than such Federal Tax returns), to enter into any settlement with respect to any tax sharing period that ends prior to or similar agreement. Neither includes the Company nor Closing Date and to receive all refunds relating thereto; PROVIDED that Seller shall have no liability to Buyer for a breach of representation or warranty or otherwise caused by, and Buyer shall hold Seller harmless from and against any Subsidiary is and all costs, expenses and liabilities (including but not limited to Taxes) arising from, any such amendment or has ever been a party settlement. (e) Buyer shall not and shall not permit its Affiliates (including the Companies) to make any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in election under Section 897 338 of the CodeCode (with respect to the purchase of the Companies) or any other Tax election that could affect the liability of Seller for Taxes.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all All Tax Returns required to be filed by itor on behalf of the Company or any Subsidiary have been properly completed and timely and properly filed, are true, accurate, and each such entity has timely paid complete in all material respects, and were prepared in compliance with applicable Legal Requirements. All Taxes owed of the Company or any Subsidiary or for which the Company or any Subsidiary could be liable that are due and payable (whether or not shown on any Tax Return). All such Tax Returns were complete ) have been timely and correct, and such Tax Returns correctly reflected properly paid to the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereonapplicable Governmental Body. The Company has delivered to Parent true, accurate, and each Subsidiary has withheld complete copies of (i) all Israeli and paid all Taxes required to have been withheld non-Israeli income and paid in connection with amounts paid other material Tax Returns filed by or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge on behalf of the Company, threatened. There is no any of its predecessors, or any Subsidiary for all taxable years remaining open under the applicable statute of limitations, which will include at a minimum the last three tax lien years, and will also include, promptly upon their availability, such Tax Returns for the most recent taxable year, (other than ii) all examination reports and written notices of deficiency relating to the Company’s and any Subsidiary’s Liability for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of issued to the Company or any Subsidiary. 6.15.2. Neither Subsidiary since its inception by a Governmental Body, (iii) any closing or settlement agreements entered into by the Company nor or any Subsidiary has agreed and any Governmental Body since the Company’s or any Subsidiary’s inception, and (iv) all written rulings and decisions relating to make the Company’s or any adjustment under Subsidiary’s Liability for Taxes issued to the Company or any Subsidiary since its inception by a Governmental Body. Section 481(a‎3.23(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change Disclosure Schedule lists each jurisdiction in accounting method or otherwise, and neither which the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or required to file a Tax Return and the relevant form(s) of Tax Return(s) required to be filed. No written claim, has ever been made by a party Tax Authority in a jurisdiction where the Company or any Subsidiary does not file a Tax Return that it is or may be subject to taxation by that jurisdiction for Taxes that would be covered by or the subject of such Tax Return. The Company Financial Statements properly and adequately accrue or reserve for Tax Liabilities in accordance with GAAP. No power of attorney with respect to any joint venture, partnership, limited liability company, Taxes is currently in force or has been executed or filed with any Tax Authority or other arrangement Governmental Body. No Subsidiary has deferred any payroll Taxes or Contract which could be treated as a partnership for federal income tax purposes. Neither utilized any Tax credits pursuant to the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodeCOVID-19 Laws.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all (a) All Tax Returns (as hereinafter defined) that are required to be filed by itor with respect to the Company have been filed and all such Tax Returns were true, correct and each such entity has timely paid complete in all material respects when filed, (ii) all Taxes owed (as hereinafter defined) of the Company and its Subsidiaries that are due and payable, whether or not shown on any Tax Return). All such Tax Returns were complete Returns, have been paid in full, (iii) the provisions for Taxes on the audited and correct, unaudited balance sheets included in the Financial Statements are sufficient for the payment of all accrued and such Tax Returns correctly reflected unpaid Taxes of the facts regarding Company whether or not assessed or disputed as of the income, business, assets, operations, activities, status and other matters respective dates of such entity and balance sheets, (iv) no federal, state, local, or foreign audits or other administrative proceedings or court proceedings with regard to Taxes are presently pending with regard to the Company or any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to of its Subsidiaries, (v) no waiver of statutes of limitation have been withheld and paid in connection with amounts paid given by or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment requested with respect to or proposed adjustment any Taxes of the Company and/or or its subsidiaries, (vi) there are no liens for Taxes on any Subsidiaries Taxes is pending or, to the knowledge asset of the Company, threatened. There is no tax lien (Company or any of its Subsidiaries other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of (vii) no consent has been filed relating to the Company or any Subsidiary. 6.15.2. Neither of its subsidiaries pursuant to section 341(f) of the Code, (viii) neither the Company nor any Subsidiary subsidiary has agreed to make any adjustment current liability for Taxes of any person (other than the Company and its subsidiaries) (A) under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) Treasury Regulation section 1.1502-6 (or any corresponding similar provision of state, local or foreign tax law), (B) as a transferee or successor, (C) by reason of a change in accounting method contract or (D) otherwise, and neither (ix) the Company nor any Subsidiary will be required to make any such adjustment as a result Company's methods of the transactions contemplated by tax accounting are correct in all material respects. (b) For purposes of this Agreement. Neither , the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint ventureterm (i) "Taxes" means all taxes, partnershipcharges, limited liability companyfees, levies, penalties or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor assessments imposed by any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.federal, state, local or

Tax Returns and Payments. 6.15.1. Except as set forth in All of the SEC Reports and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns of Seller (and any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) required by Law to be filed by it, on or before the date of this Agreement have been duly and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return)filed. All such Tax Returns were correct and complete in all respects and correctwere prepared in substantial compliance with applicable Law. Except as set forth on Schedule 3.13, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity all Taxes owed by Seller (and any other information Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets), whether or not shown or required to be shown thereonon any Tax Return, have been paid. The Company There are in effect no waivers or extensions of any applicable statute of limitations related to such Tax Returns. No claim has been made by any Governmental Body where Tax Returns have not been filed that any Seller (or any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) is subject to tax in such jurisdiction. There are no liens on any of the Seller’s Assets with respect to unpaid Taxes. Except as set forth on Schedule 3.13, no Seller (or Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) is subject to any audit or dispute in respect of its Taxes, no deficiency assessment or proposed adjustment for Taxes is pending, and, to the Knowledge of the Seller Parties, no Seller (or any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) is subject to any Liability for Taxes, whether or not proposed, with respect to any period through the date of this Agreement or which could be imposed upon any of its properties or assets. Each Seller (and each Subsidiary any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) has withheld and paid all Taxes required to have been withheld and paid taxes in connection with any amounts paid or owing to any Employee, creditoremployee, independent contractor, shareholder, member creditor or other third party. The Company , and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment Forms W-2 and 1099 required with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due thereto have been properly completed and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiaryfiled. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Code.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports (A) all U.S. federal, state and as set forth in Schedule 6.15 heretolocal income, the Company excise, property and each Subsidiary has filed all Tax Returns other tax returns required to be filed by itwith respect to Seller’s operations and those of its Subsidiaries in any jurisdiction where such returns are required have been filed on or before the due date thereof (plus any applicable extensions); and (B) all such returns are true and correct; all taxes, assessments, fees and other governmental charges upon Seller, and each such entity has timely paid all Taxes owed (whether Seller’s Subsidiaries and upon their respective properties, income or not shown on any Tax Return). All such Tax Returns were complete franchises, which are due and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to payable have been withheld paid, including, without limitation, all Federal Insurance Contributions Act (FICA) payments and paid withholding taxes, if appropriate, other than those which are being contested in connection with amounts paid or owing good faith by appropriate proceedings, diligently pursued and as to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary which Seller has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment determined in accordance with GAAP, consistently applied, with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending oritems (A) and (A) above, to the knowledge of the Company, threatened. There is no tax lien (and other than for current Taxes not yet due and payable), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party with respect to any tax sharing returns, taxes, assessments, fees and other governmental charges the failure of which to pay and/or file, as applicable, could not be reasonably expected to have a Material Averse Effect or similar agreementotherwise result in a Lien upon a Purchased Mortgage Loan. Neither The amounts reserved, as a liability for income and other taxes payable, in the Company nor any Subsidiary is financial statements described in Section 11(g) are sufficient for payment of all unpaid federal, state and local income, excise, property and other taxes, whether or has ever been a party not disputed, of Seller and its Subsidiaries, accrued for or applicable to any joint venture, partnership, limited liability companythe period and on the dates of such financial statements and all years and periods prior thereto and for which Seller and Seller’s Subsidiaries may be liable in their own right or as transferee of the assets of, or as successor to, any other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the CodePerson.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports and as set forth in on Schedule 6.15 hereto5.13, the Company Borrower and each Subsidiary of its Subsidiaries has filed all Tax Returns federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by itit and has paid all material taxes and assessments 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 in the financial statements of the Borrower and each such entity of its Subsidiaries in accordance with GAAP or SAP, as the case may be. The Borrower and each of its Subsidiaries has timely paid all Taxes owed paid, or has provided adequate reserves (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected in the facts regarding good faith judgment of the income, business, assets, operations, activities, status and other matters management of such entity Person) for the payment of, all material federal, state and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves foreign taxes applicable for all Taxes accrued but not yet payableprior fiscal years and for the current fiscal year to the date hereof. No deficiency assessment with respect to Except as disclosed on Schedule 5.13, there is no material action, suit, proceeding, investigation, audit or proposed adjustment of the Company and/or any Subsidiaries Taxes is claim now pending or, to the knowledge of any Responsible Officer of the CompanyBorrower or any of its Subsidiaries, threatened. There is no tax lien (other than for current Taxes not yet due and payable), imposed threatened in writing by any taxing authorityGovernmental Authority regarding any material taxes relating to the Borrower or any of its Subsidiaries. Except as disclosed on Schedule 5.13, outstanding against neither the assets, properties Borrower 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 business payment or collection of taxes of the Company Borrower or any Subsidiary. 6.15.2. Neither the Company nor any Subsidiary has agreed to make any adjustment under Section 481(a) of its Subsidiaries, and no Responsible Officer of the Internal Revenue Code Borrower is aware of 1986, as amended (any circumstances that would cause the “Code”) (taxable years or other taxable periods of the Borrower or any corresponding provision of state, local or foreign tax law) by reason its Subsidiaries not to be subject to the normally applicable statute of a change in accounting method or otherwise, and neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or is a party to any tax sharing or similar agreement. Neither the Company nor any Subsidiary is or has ever been a party to any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codelimitations.

Tax Returns and Payments. 6.15.1(a) Except as set forth on Schedule 3.14(a), each of the Company and its Subsidiaries has accurately prepared and filed on time with all appropriate governmental authorities all material Tax (as defined below) returns and other material documents that it has been required to file in respect of any Taxes for all fiscal periods ending on or prior to the First Closing Date and all such returns or other material documents are correct and complete in all material respects and do not contain a disclosure statement under Section 6662 of the Code. (b) Each of the Company and its Subsidiaries has paid in full all material Taxes due on or before the date hereof and, in the case of such Taxes accruing on or before such date that are not due on or before such date, the Company has made adequate provision in its books and records and Financial Statements to the extent currently required by GAAP. (c) Each of the Company and its Subsidiaries has withheld from each payment made to any of its present or former employees, officers, directors and managers all amounts required by law to be withheld or remitted. Each of the Company and its Subsidiaries has remitted all social security contributions and other Taxes payable by it in respect of its employees. Each of the Company and its Subsidiaries has charged, collected and remitted all material Taxes as required under applicable legislation on any sale, supply or delivery whatsoever, made by the Company or any of its Subsidiaries. (d) Except as set forth on Schedule 3.14(d), there are no reassessments of Taxes of the Company or any of its Subsidiaries that have been issued and are outstanding. No governmental authority has challenged, disputed or questioned the Company or any of its Subsidiaries in writing in respect of any Taxes or of any Tax returns, filings or other reports filed under any statute providing for such Taxes. (e) Except as set forth in Schedule 3.14(e), neither the SEC Reports and Company nor any of its Subsidiaries has (i) granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, or (ii) requested any extension of time within which to file any federal income Tax Return or any state income or franchise Tax Return, which Tax Return has not been filed as of the date hereof. (f) Except as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all Tax Returns required to be filed by it, and each such entity has timely paid all Taxes owed (whether or not shown on any Tax Return). All such Tax Returns were complete and correct, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required to be shown thereon. The Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes is pending or, to the knowledge of the Company, threatened. There is no tax lien (other than for current Taxes not yet due and payable3.14(f), imposed by any taxing authority, outstanding against the assets, properties or the business of the Company or any Subsidiary. 6.15.2. Neither neither the Company nor any Subsidiary of its Subsidiaries (i) is a party to or bound by (nor will it become a party to or become bound by) any Tax indemnity, Tax sharing, Tax allocation or similar agreement or arrangement (or administrative or accounting practice having substantially the same effect); (ii) has agreed to make any adjustment filed a consent under Section 481(a341(f) of the Internal Revenue Code (or any corresponding provisions of 1986state, as amended (local or foreign income tax law) or agreed to have Section 341(f) of the “Code”) Code (or any corresponding provision of state, local or foreign tax law) apply to any disposition of any asset owned by reason it; (iii) has agreed to make or is required to make any material adjustment under Section 481(a) of the Code; (iv) has been a member of an affiliate group of corporations, within the meaning of Section 1504 of the Code (other than the affiliated group of which the Company is the common parent corporation); (v) owns material assets that directly or indirectly secure debt the interest on which is tax-exempt under Section 103(a) of the Code; (vi) is obligated under any agreements in connection with industrial development bonds or other obligations with respect to which the excludability from gross income of the holder for federal or state income tax purposes would be affected by the transactions contemplated hereunder, or (vii) owns any property of a change character, the indirect transfer of which pursuant to this Agreement, would give rise to any material documentary, stamp or other transfer tax. (g) Neither the Company nor any of its Subsidiaries is, or has been, a United States real property holding corporation (as defined in accounting method Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and, to the Company's knowledge, no foreign person directly or otherwiseindirectly holds (within the meaning of Section 897(c)(3) of the Code), and more than 5% of the voting stock of the Company. (h) Except as set forth on Schedule 3.14(h), neither the Company nor any Subsidiary will be required to make any such adjustment as a result of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or its Subsidiaries is a party to any tax sharing agreement, contract, arrangement or similar agreement. Neither plan that has resulted or would result, separately or in the aggregate, in connection with this Agreement or any change of control of the Company nor or any Subsidiary is or has ever been a party to of its Subsidiaries, in the payment of any joint venture, partnership, limited liability company, or other arrangement or Contract which could be treated as a partnership for federal income tax purposes. Neither material "excess parachute payments" within the Company nor any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in meaning of Section 897 280G of the Code. (i) For purposes of this Agreement, the term "TAX" or "TAXES" shall mean all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments or similar charges in the nature of a tax, including, without limitation, any interest, fines and penalties imposed by any governmental authority.

Tax Returns and Payments. 6.15.1. Except as set forth in the SEC Reports (a) Buyer has or will have filed, or caused to be filed, all income and as set forth in Schedule 6.15 hereto, the Company and each Subsidiary has filed all other material Tax Returns required to be filed by itit or any Renovaro Group member (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and each such entity has timely paid all Taxes owed (whether paid, collected or not shown on any Tax Return). All such Tax Returns were complete and correctwithheld, and such Tax Returns correctly reflected the facts regarding the income, business, assets, operations, activities, status and other matters of such entity and any other information required or caused to be shown thereon. The Company and each Subsidiary has withheld and paid paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been withheld and paid in connection with amounts paid or owing to any Employee, creditor, independent contractor, shareholder, member or other third party. The Company and each Subsidiary has established adequate reserves for all Taxes accrued but not yet payable. No deficiency assessment with respect to or proposed adjustment of the Company and/or any Subsidiaries Taxes established. (b) There is no Proceeding currently pending or, to the knowledge Knowledge of Buyer, threatened against a member of the Company, threatenedRenovaro Group by a Governmental Entity in a jurisdiction where a Renovaro Group member does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No member of the Renovaro Group is being audited by any Tax authority or has been notified in writing by any Tax authority that any such audit is contemplated or pending. There is are no tax lien claims, suits, assessments or, to the Knowledge of Buyer, audits, examinations, investigations or other Proceedings, pending against a member of the Renovaro Group in respect of any Tax, and no member of the Renovaro Group has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the financial statements included in the SEC Documents have been established). (d) There are no Liens with respect to any Taxes upon any Renovaro Group member’s assets, other than for current Liens with respect to Taxes not yet due and payable), imposed payable or Taxes being contested in good faith and for which adequate reserves in Buyer’s financial statements included in the SEC Documents have been established. (e) No Renovaro Group member has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by any taxing authority, outstanding against the assets, properties Renovaro Group member for any extension of time within which to file any Tax Return or the business of the Company or within which to pay any SubsidiaryTaxes shown to be due on any Tax Return. 6.15.2. Neither the Company nor (f) No Renovaro Group member has made any Subsidiary has agreed to make any adjustment under Section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local or foreign tax law) by reason of a change in accounting method (except as required by a change in Law) or otherwisereceived a ruling from, and neither or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Company nor Closing. (g) No Renovaro Group member has any Subsidiary will be required to make Liability for the Taxes of another Person (other than another member of the Renovaro Group) that are not adequately reflected in the financial statements included in the SEC Documents (i) under any such adjustment applicable Tax Law, (ii) as a result transferee or successor, or (iii) by Contract or indemnity (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No member of the transactions contemplated by this Agreement. Neither the Company nor any Subsidiary has been or Renovaro Group is a party to or bound by any tax Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement. Neither agreement (excluding commercial agreements entered into in the Company nor ordinary course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreements, closing agreements or other agreements relating to Taxes with any Subsidiary is or has ever been a party Governmental Entity) that will be binding on any member of the Renovaro Group with respect to any joint venture, partnership, limited liability companyperiod following the Closing Date. (h) No Renovaro Group member has requested, or other arrangement is the subject of or Contract which could be treated as a partnership for federal income tax purposes. Neither the Company bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Entity with respect to any Taxes, nor is any Subsidiary is or has ever been a “United States real property holding corporation” as that term is defined in Section 897 of the Codesuch request outstanding.