Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all material (i) income Tax Returns and (ii) all other Tax Returns where the failure to file such Tax Returns would be reasonably expected to result in a material liability, in each case, required to be filed by any of them, and it or with respect to it (all such Tax Returns are true, correct, being accurate and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully has duly and timely paid or caused to be paid on its behalf all Taxes required to be paid by it (whether or not shown to be due on such Tax Returns) , other than Taxes being contested in good faith for which adequate reserves therefor have been made established on the financial statements of the Company in accordance with GAAP. Company and each of its Subsidiaries included has made adequate provision on the Balance Sheet for all accrued Taxes not yet due and payable. (or incorporated by referenceb) in the Company Reports (including the related notes, No jurisdiction where applicable). Each of the Company and its Subsidiaries do not file a Tax Return has withheld made a claim in writing that any of Company and paid to the relevant Governmental Entity on a timely basis all material Taxes its Subsidiaries is required to have been withheld and paid file a Tax Return in connection with amounts paid or owing to any personsuch jurisdiction. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or Liens for Taxes exist with respect to any of the assets of Company and its Subsidiaries does Subsidiaries, except for statutory Liens for Taxes not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionyet due and payable. (d) There are no Liens for audits, examinations, disputes or proceedings pending or threatened in writing with respect to, or claims or assessments asserted or threatened in writing for, any Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payableSubsidiaries. (e) Neither the Company nor any of its Subsidiaries has received written notice agreed to waive or extend the application of any statute of limitations of any jurisdiction regarding the assessment or proposed assessment in connection collection of any Tax with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the respect to Company and any of its Subsidiaries Subsidiaries, which waiver or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedextension is in effect. (f) All material Taxes required to be withheld, collected or deposited by or with respect to Company and each of its Subsidiaries have been timely withheld, collected or deposited, as the case may be, and to the extent required by applicable Law, have been paid to the relevant Governmental Entity. Company and each of its Subsidiaries have complied in all material respects with all information reporting and backup withholding provisions of applicable Law, including the collection, review and retention of any required withholding certificates or comparable documents (including with respect to deposits) and any notice received pursuant to Section 3406(a)(1)(B) or (C) of the Code. (g) Neither the Company nor any of its Subsidiaries will be required to include has participated in any item of income inreportable transaction, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described defined in Treasury regulations promulgated under Regulation Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law1.6011-4(b)(1), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (gh) Neither the Company nor any of its Subsidiaries is a party to or to, is bound by by, or has any obligation under, any Tax sharing, allocation allocation, indemnity or indemnification agreement similar agreements or arrangement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person (other than such an agreement or arrangement exclusively between or among except for agreements entered into in the ordinary course of business of the Company and its Subsidiariesto indemnify lenders or securityholders in respect of Taxes). . (i) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (ii) has any liability for the Taxes of any person Person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. (hj) Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years or otherwise, part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the transactions contemplated in this Agreement are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for Tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (ik) Neither the Since January 1, 2009, neither Company nor any of its Subsidiaries has engaged been required (or has applied) to include in income any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Company or any of its Subsidiaries, and the Internal Revenue Service (“reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1IRS”) has not initiated or proposed any such material adjustment or change in accounting method (including any method for determining reserves for bad debts maintained by Company or any Subsidiary). (jl) Neither Company nor any of its Subsidiaries will be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income as a result of any (i) closing agreement, (ii) adjustment required by a change in method of accounting, (iii) intercompany transaction or (iv) installment sale or open transaction disposition made, or prepaid amount received, on or prior to the Closing Date. (m) Neither Company nor any of its Subsidiaries has undergone an any application pending with any Governmental Entity requesting permission for any changes in accounting method. (n) No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to Company or any of its Subsidiaries. (o) Neither Company nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “ownership changereorganization” within the meaning of Section 382(g368(a) of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) (i) all income Tax Returns and (ii) all other Tax Returns where the failure to file such Tax Returns would be reasonably expected to result in a material liability, in each case, including all such federal, state, foreign and local Tax Returns required to be filed by any of them, and it or with respect to it (all such Tax Returns are true, correct, being accurate and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully has duly and timely paid or caused to be paid on its behalf all Taxes required to be paid by it (whether or not shown to be due on such Tax Returns) other than Taxes which are not delinquent, are being contested in good faith for which adequate reserves therefor have been made established on the financial statements of the Company in accordance with GAAP or have not yet been fully determined. Through the date hereof, the Company and its Subsidiaries included (do not have any material liability for Taxes in excess of the amount reserved or incorporated by reference) in provided for on their financial statements. The Company and each of its Subsidiaries have made adequate provision on the Company Reports Balance Sheet for all accrued Taxes not yet due and payable. (including b) No jurisdiction where the related notes, where applicable). Each Company and its Subsidiaries do not file a Tax Return has made a claim in writing that any of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes is required to have been withheld and paid file a Tax Return in connection with amounts paid or owing to any personsuch jurisdiction. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on exist with respect to any of the assets of the Company or any of and its Subsidiaries other than Subsidiaries, except for statutory Liens for Taxes not yet due and payable. (ed) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing or pending disputes, claims, audits, examinations, investigationsdisputes or proceedings pending or threatened in writing with respect to, or other proceedings regarding claims or assessments asserted or threatened in writing for, any material Tax Taxes of the Company and or any of its Subsidiaries Subsidiaries. (e) There is no waiver or extension of the assets application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax with respect to the Company and any of its Subsidiaries Subsidiaries, which have not been paid, settled waiver or withdrawn or for which adequate reserves have not been establishedextension remains in effect. (f) Neither All material Taxes required to be withheld, collected or deposited by or with respect to the Company nor any and each of its Subsidiaries will be have been timely withheld, collected or deposited, as the case may be, and to the extent required by applicable Law, have been paid to include any item the relevant Governmental Entity. The Company and each of income inits Subsidiaries have complied in all material respects with all information reporting and backup withholding provisions of applicable Law, or exclude any item of deduction fromincluding the collection, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result review and retention of any required withholding certificates or comparable documents (iincluding with respect to deposits) intercompany transaction and any notice received pursuant to Section 3406(a)(1)(B) or excess loss account described in Treasury regulations promulgated under Section 1502 (C) of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing DateCode. (g) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1). (h) Except with respect to the affiliated group of which the Company is the common parent, neither the Company nor any of its Subsidiaries is a party to or to, is bound by by, or has any obligation under, any Tax sharing, allocation allocation, indemnity or indemnification agreement similar agreements or arrangement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person (other than such an agreement or arrangement exclusively between or among except for agreements not primarily relating to Taxes and entered in the ordinary course of business of the Company and its Subsidiariesto indemnify lenders or security holders in respect of Taxes). . (i) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (ii) has any liability for the Taxes of any person Person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an been, within the past two (2) years or otherwise, part of a “ownership changeplan (or series of related transactions)” within the meaning of Section 382(g355(e) of the Code of which the transactions contemplated in this Agreement are also a part, a “distributing corporation” or a “controlled corporation” (within the past five yearsmeaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. (k) As used Since January 1, 2016, neither the Company nor any of its Subsidiaries has been required (or has applied) to include in this Agreementincome any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the Internal Revenue Service (“IRS”) has not initiated or proposed any such material adjustment or change in accounting method (including any method for determining reserves for bad debts maintained by the Company or any Subsidiary). (l) Neither the Company nor any of its Subsidiaries will be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income as a result of any (i) adjustment required by a change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or (iv) installment sale or open transaction disposition made, or prepaid amount received, on or prior to the Closing Date. (m) Neither the Company nor any of its Subsidiaries has any application pending with any Governmental Entity requesting permission for any changes in Tax accounting method. (n) No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to the Company or any of its Subsidiaries, which rulings or closing agreements remain in effect. (o) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or could reasonably be expected to prevent or impede, the term Merger from qualifying as a “Taxreorganization” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges within the meaning of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoSection 368(a) of the Code.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries has (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Personperson, or has had its stock distributed by another Person person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries Piedmont has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all material Tax Returns required to be filed by any it on or before the date of them, and this Agreement (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. (b) All material ), has paid all Taxes of the Company shown thereon as arising and its Subsidiaries that are due have been fully and timely has duly paid or adequate reserves therefor have been made on provision for the financial statements payment of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to that have been withheld incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and paid to the extent applicable, those due in connection with amounts paid respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or owing are being contested in good faith, have not been finally determined and have been adequately reserved against. Piedmont is not subject to any person. (c) No claim has been made in writing ongoing or unresolved examination or audit by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) IRS. There are no Liens material disputes pending, or claims asserted, for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or assessments upon Piedmont for which Piedmont does not have reserves that are adequate reserves have under GAAP. Piedmont is not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Piedmont and its Subsidiaries). Neither Within the Company nor any of its Subsidiaries (i) past five years, Piedmont has not been a member of an affiliated group filing “distributing corporation” or a consolidated federal income Tax Return (other than “controlled corporation” in a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was distribution intended to be governed in whole or in part by qualify under Section 355 355(a) of the Code. (i. Piedmont is not required to include in income any adjustment pursuant to Section 481(a) Neither of the Company nor Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any of its Subsidiaries accounting method has engaged been submitted by Piedmont. Piedmont has not participated in any a “reportable transaction” within the meaning of Treasury Regulation section Section 1.6011-4(b)(1). (j) Neither . Piedmont has not taken or agreed to take any action or is aware of any fact or circumstance that would prevent, or would be reasonably likely to prevent, the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Piedmont Merger from qualifying as a reorganization under Section 382(g368(a) of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and each of its Subsidiaries has (i) duly and timely filed or caused to be filed (giving effect to including all applicable valid extensions) all material federal, state, foreign and local Tax Returns required to be filed by any of them, and it or with respect to it (all such Tax Returns are true, correct, being accurate and complete in all material respects), and (ii) duly and timely paid or caused to be paid on its behalf all Taxes required to be paid by it, except in each case of clause (i) or (ii) with respect to Taxes contested in good faith by appropriate proceedings for which appropriate reserves, in accordance with GAAP, are reflected in the Company Financial Statements. (b) All material Taxes of the No jurisdiction where Company and its Subsidiaries do not file a Tax Return has made a claim in writing that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements any of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes is required to have been withheld and paid file a Tax Return in connection with amounts paid such jurisdiction or owing is subject to any persontaxation by such jurisdiction. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on exist with respect to any of the assets of the Company or any of and its Subsidiaries other than Subsidiaries, except for statutory Liens for Taxes not yet due and payable. (d) There are no audits, examinations, investigations, disputes or proceedings pending or threatened in writing with respect to, or claims or assessments asserted or threatened in writing for, any Taxes of Company or any of its Subsidiaries. (e) There is no waiver or extension of the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax with respect to Company and any of its Subsidiaries, which waiver or extension is in effect. (f) Neither the Company nor any of its Subsidiaries has received written notice participated in any “reportable transaction” within the meaning of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Regulations Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law1.6011-4(b), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or to, is bound by by, or has any obligation under, any Tax sharing, allocation allocation, reimbursement, indemnity or indemnification similar agreement or arrangement arrangement, whether written or otherwise, that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). h) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (ii) has any liability for the Taxes of any person Person (other than the Company or any of its Subsidiariessubsidiaries) arising from the application of under Treasury regulation Regulations Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. (hi) Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the transactions contemplated in this Agreement are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for Tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (ij) Neither Company nor any of its Subsidiaries will be required to include any material item of income or gain in, or exclude any material item of deduction or loss from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any installment sale or other transaction on or prior to the Closing Date, any accounting method change or agreement with any Governmental Entity filed or made on or prior to the Closing Date, any open transaction disposition made or prepaid amount received on or prior to the Closing Date, any intercompany transaction on or prior to the Closing Date or any election under Section 108(i) of the Code. Neither Company nor any of its Subsidiaries has engaged in taken any “reportable transaction” within action that would defer a liability for Taxes from any taxable period (or portion thereof) ending on or prior to the meaning of Treasury Regulation section 1.6011-4(b)(1)Closing Date to any taxable period (or portion thereof) ending after the Closing Date. (jk) Neither the Company nor any of its Subsidiaries has undergone made (or has pending) any application with any Governmental Entity requesting permission for any changes in accounting method. (l) No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to Company or any of its Subsidiaries. (m) All Taxes required to be withheld, collected or deposited by Company or any of its Subsidiaries (including in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party) have been timely withheld, collected or deposited, and to the extent required by applicable Law, have been paid to the relevant Governmental Entity. Company and each of its Subsidiaries has complied in all material respects with all information reporting and backup withholding provisions of applicable Law. (n) Company is, and has been since January 1, 1999, a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code (or any similar provision of state, local or foreign Tax Law) for U.S. federal income Tax purposes and for income Tax purposes in each other jurisdiction which recognizes such status and in which it would, absent such an election, be subject to corporate income tax. (o) Company (or any successor of Company) is not and has not been liable for any Tax under Sections 1374(a) or 1375(a) of the Code (or any similar provision of state, local or foreign Tax Law). Company has not, in the past ten (10) years, acquired assets from another corporation in a transaction in which Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor. (p) Each Subsidiary of Company is properly classified as a “ownership changedisregarded entity” within the meaning of Treasury Regulations Section 301.7701-2 for all U.S. federal and state income Tax purposes or as a “qualified subchapter S subsidiary” within the meaning of Section 382(g1361(b)(3) of the Code within the past five yearsCode. (kq) As used Company does not have, and, from and after January 1, 1999, has not had, as a shareholder (x) a person (other than a trust described in this AgreementSection 1361(c)(2) of the Code, or an organization described in Section 1361(c)(6) of the term “Tax” Code) who is not an individual or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges (y) a nonresident alien within the meaning of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoSection 1361(b)(1)(C) of the Code.

Taxes and Tax Returns. (a) Each Except where the failure to do so would not have a Material Adverse Effect, the Buyer and each of its subsidiaries (referred to for purposes of this Section 3.17, collectively, as the Company and its Subsidiaries has duly and "BUYER COMPANIES") have, since December 31, 1989, timely filed or caused to be filed (giving effect to in correct form all applicable extensions) all material Filed Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respectsReturns. (b) All material The Buyer Companies have paid all Taxes of the Company and its Subsidiaries that are shown as being due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personFiled Tax Returns. (c) No claim assessment that has not been settled or otherwise resolved has been made with respect to Taxes not shown on the Filed Tax Returns, other than such additional Taxes as are being contested in good faith and which if determined adversely to the Buyer Companies would not have a Material Adverse Effect. No deficiency in Taxes or other proposed adjustment that has not been settled or otherwise resolved has been asserted in writing by any Governmental Entity in a jurisdiction where the Company or taxing authority against any of its Subsidiaries does not file the Buyer Companies, which if determined adversely to the Buyer Companies would have a Material Adverse Effect. No material Tax Returns that Return of any of the Company or such subsidiary Buyer Companies is or may be subject to taxation now under examination by that jurisdiction. (d) any applicable taxing authority. There are no Liens material liens for Taxes (other than current Taxes not yet due and payable) on any of the assets of any Buyer Company. (d) Adequate provision has been made on the Company or any Buyer Balance Sheet for all Taxes of its Subsidiaries other than Liens for Taxes not yet due and payablethe Buyer Companies in respect of all periods through the date hereof. (e) Neither Except with respect to intra-Buyer Company agreements made or required under the Company nor federal consolidated tax return regulations, none of the Buyer Companies is a party to or bound by any of its Subsidiaries has received written notice of assessment Tax indemnification, Tax allocation or proposed assessment in connection Tax sharing agreement with any material amount of person or entity or has any current or potential contractual obligation to indemnify any other person or entity with respect to Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 None of the Code Buyer Companies has filed or been included in a combined, consolidated or unitary income Tax Return (or including any corresponding or similar provision consolidated federal income Tax Return) other than one of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to which one of the Closing Date or (iii) prepaid amount received on or prior to Buyer Companies was the Closing Dateparent. (g) Neither None of the Company nor Buyer Companies has made any of its Subsidiaries payments, is obligated to make any payments, or is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor that could obligate it to make any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation payments that will not be deductible under Code Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.280G.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no material Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payableSubsidiaries. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) Neither the Company nor any of its Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. (l) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be (i) filed (giving effect to all taking into account any applicable extensions) all material Tax Returns that were required to be filed by any of them, on or prior to the date hereof and all such Tax Returns are true, correct, were correct and complete in all material respectsrespects and (ii) paid all Taxes, whether or not shown on such Tax Returns, other than Taxes that individually or in the aggregate are not reasonably expected to be material. With respect to any Taxes where payment is not yet due or owing, the Company has established in accordance with GAAP an adequate accrual for all such Taxes through the end of the last period for which the Company (or an Affiliate) ordinarily records items on its respective books and records. Appropriate and sufficient accruals for Tax liabilities as of the date of the Company Public Financials are included in the Company Public Financials. The Company has not incurred any liability for Taxes since the date of the Company Public Financials until the Closing Date other than in the ordinary course of business. (b) All material There are no liens for Taxes (other than Permitted Encumbrances) on any assets of the Company and or its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personSubsidiaries. (c) No Other than as set forth in Section 2.13(c) of the Company Schedule of Exceptions, neither the Company nor any of its Subsidiaries is a party to any currently pending Tax audits or other administrative proceedings or any currently pending court proceedings or any other dispute or claim concerning any Tax liability of the Company or any Subsidiary, in each case, for which written notice has been made in writing by any Governmental Entity in a jurisdiction where received. There are no material matters under discussion between the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionand any Taxing Authority. (d) There are no Liens for Taxes on any of the assets Other than as set forth in Section 2.13(d) of the Company or Schedule of Exceptions, neither the Company nor any of its Subsidiaries has filed for an extension of time within which to file any Tax Return which extension is currently in effect, other than Liens customary extensions not to exceed six (6) months for Taxes not yet due and payable. (e) which no approval is required. Neither the Company nor any of its Subsidiaries has received written notice executed any outstanding waiver of any statute of limitations for, or extension of, the period for the assessment or proposed assessment collection of any Tax, in connection with any material amount of Taxeseach case, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the which period has not yet expired. (e) The Company and its Subsidiaries have complied in all material respects with all applicable legal requirements relating to the payment and withholding of Taxes from payments made or the assets of the deemed made to any employee, independent contractor, creditor, shareholder, lender or other third party. The Company and its Subsidiaries which have not been paidcomplied in all material respects with all applicable Tax rules on the preparation, settled or withdrawn or for which adequate reserves have not been establishedcollection and retention of Tax Returns and any other materials related to Taxes. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than (i) any such an agreement or arrangement exclusively between or among the Company and/or its Subsidiaries and its Subsidiaries(ii) any other agreement (A) the primary purpose of which is not the allocation or payment of Tax liability and (B) that was entered into in the Ordinary Course of Business). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) is or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of may be liable under Treasury regulation Regulations Section 1.1502-6, 6 (or any similar provision of the Tax Laws of any state, local or foreign law, as a transferee or successor, by contract or otherwisejurisdiction) for Taxes of any Person other than the Company and its Subsidiaries. (hg) Neither During the past three (3) years, neither the Company nor any of its Subsidiaries has distributed stock to of another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof Person, in a transaction that was purported or intended to be governed in whole or in part by Section Sections 355 or 361 of the Code. (h) Other than as set forth in Section 2.13(h) of the Company Schedule of Exceptions, all material related party transactions involving the Company or any of its Subsidiaries are in compliance with applicable transfer pricing laws and regulations, are at arm’s length and are documented and reported with a proper transfer pricing study, in each case in accordance with applicable Tax Laws (including Section 85A of the Israeli Tax Ordinance and the regulations thereunder). (i) None of the Company or its Subsidiaries has a permanent establishment or other taxable presence (as determined pursuant to an applicable Tax treaty or applicable foreign Tax Law) in any country other than the country of its formation. Neither the Company nor any of the Subsidiaries is or has ever been subject to Tax in any country other than its country of incorporation by virtue of being treated as a resident of that country. (j) No written claim has been delivered to the Company or to any Subsidiary by a Taxing Authority, within the statutory limitation periods, in a jurisdiction where the Company or any Subsidiary does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction or required to file any Tax Return in that jurisdiction. (k) With the exception of the restrictions or limitations set forth in the Options Tax Ruling (or Interim Options Tax Ruling) and Withholding Tax Ruling, the Company, and to the Knowledge of the Company, the holders of Company Share Capital (concerning the Company Share Capital held by them) are not subject to restrictions or limitations pursuant to Part E2 of the Ordinance or a related Tax ruling. (l) The Company is duly registered for the purposes of Israeli value added Tax (“VAT”) and has complied in all respects with all requirements concerning VAT under the requirements of Israel Value Added Tax Law of 1975 or regulations thereunder (the “VAT Law”). The Company (i) has not made any “exempt transactions” (as defined in the VAT Law) in the current or preceding open years/periods for VAT purposes applicable to it and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it; (ii) has collected and remitted to the Taxing Authority all amounts of output VAT that it is required to collect and remit under any applicable Law due prior to the Closing Date; and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law. No Subsidiaries are required to effect Israeli VAT registration. (m) Other than as set forth in Section 2.13(m) of the Company Schedule of Exceptions, the Company has not within the last three (3) years requested or received a ruling from the ITA or any other Israeli Governmental Authority on behalf of itself or any of its employees or shareholders. Neither the Company nor any of its Subsidiaries subsidiaries has engaged undertaken any transaction that required or will require special reporting in accordance with Sections 131D, 131E and 131(g) of the Ordinance and the Israeli Income Tax Regulations (Tax Planning Requiring Reporting)(Temporary Provisions), 2006 regarding aggressive Tax planning, or any equivalent transaction that is required to be reported to any other Taxing Authorities. (n) Except as set forth in Section 2.13(n) of the Company Schedule of Exceptions, the Company is in compliance, in all material respects, with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreements, approvals or orders of any Taxing Authority. The Company has not been granted or has claimed any Tax incentive under the laws of the State of Israel, including grants or claims of “reportable transactionapproved enterprise”, “benefitted enterprise” or “preferred enterprise” status. (o) The Company is not and has never been a real property corporation (Igud Mekarke’in) within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) 1 of the Code within the past five years. Israeli Land Taxation Law (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state Appreciation and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholdingAcquisition), including any interest, additions to tax or penalties related thereto5723-1963.

Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all Returns. Each such Tax Returns are Return as amended, (if amended) is true, correctaccurate and complete. The Company and each of its Subsidiaries has paid in full all Taxes for the period covered by such Tax Return. All Taxes not yet due and payable have been withheld or reserved for or, and complete in all material respectsto the extent that they relate to periods on or prior to the date of the Company Balance Sheet, are reflected as a liability thereon. (b) All material Taxes of the The Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements each of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has complied with all applicable Requirements of Law relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Section 1441 and 1442 of the Code, or similar provisions under any foreign Requirements of Law) and have, within the time and in the manner prescribed by applicable Requirements of Law, withheld from employee wages and paid over, in a timely manner, to the proper Taxing Authorities all amounts required to be so withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personover under applicable law. (c) No claim deficiency for any Taxes has been made in writing by any Governmental Entity in a jurisdiction where asserted or assessed against the Company or any of its Subsidiaries does that has not file Tax Returns been resolved and paid in full or fully reserved for and identified on the Company Balance Sheet and, to the knowledge of the Company and the Seller, no deficiency for any Taxes has been proposed that has not been fully reserved for and identified on the Company Balance Sheet. Neither the Company nor any of its Subsidiaries has received any outstanding and unresolved notices from the IRS or any other Taxing Authority of any proposed examination or of any proposed change in reported information relating to the Company or any such subsidiary Subsidiary. Except as set forth in the Disclosure Schedule (which sets forth the nature of the proceeding, the type of Tax Return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Legal Proceeding or audit or similar foreign proceedings is pending with regard to any of the Company's or may be subject to taxation by that jurisdictionany of its Subsidiaries' Taxes or Tax Returns. (d) No waiver or comparable consent given by the Company or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the knowledge of the Company and the Seller, is any request for any such waiver or consent pending. (e) There are no Liens liens or encumbrances of any kind for Taxes on upon any of the assets or properties of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required has requested any extension of time within which to include file any item of income inTax Return, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. which Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing DateReturn has not since been filed. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, Contract providing for the allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries)sharing of Taxes. Neither of the Company nor any of its Subsidiaries (ihas made any election under Section 341(f) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseCode. (h) Neither the Company nor any of its Subsidiaries has distributed stock agreed to another Personmake, or has had its stock distributed by another Person during nor is any of them required to make, any adjustment under Section 481(a) of the two-year Code for any period ending on after the date hereof that was intended to be governed Closing Date by reason of a change in whole accounting method or in part by Section 355 of the Code. (i) Neither otherwise and neither the Company nor any of its Subsidiaries has engaged any knowledge that the IRS has proposed such adjustment or change in accounting method. (i) None of the assets of the Company or any “reportable transaction” within of its Subsidiaries is required to be treated as owned by any other person pursuant to the meaning "safe harbor lease" provisions of Treasury Regulation section 1.6011-4(b)(1)former Section 168(f)(8) of the Code. (j) Neither the Company nor any of its Subsidiaries is a party to any venture, partnership, Contract or arrangement under which it could be treated as a partner for federal income tax purposes other than Inter Linx Global Information Exchange LLC. (k) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” a permanent establishment located in any tax jurisdiction other than the United States, nor are any of them liable for the payment of Taxes levied by any jurisdiction located outside the United States. (l) Except as provided in the Disclosure Schedule, other than in respect of a period for which a Tax is not yet due, no state of facts exists or has existed that would constitute grounds for the assessment of any Tax liability with respect to a period that has not been audited by the IRS or any other Taxing Authority. (m) Except as provided in the Disclosure Schedule, no power of attorney has been granted by the Company or any of its Subsidiaries with respect to any matter relating to Taxes that is currently in force. (n) Neither the Company nor any of its Subsidiaries is or has been a United States real property holding company (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (o) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement that would result in the payment of any "excess parachute payment" within the meaning of Section 382(g280G of the Code. (p) All transactions that could give rise to an understatement of federal income tax (within the meaning of Section 6662 of the Code or any predecessor provision thereof) have been adequately disclosed on the Tax Returns required in accordance with Section 6662(d)(2)(B) of the Code within the past five yearsor any predecessor provision thereto. (kq) As used in this Agreement, No election under Code ss.338 (or any predecessory provisions) has been made by or with respect to the term “Tax” Company or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments any of its Subsidiaries or other charges any of a similar nature their respective assets or properties. (whether imposed directly r) No indebtedness of the Company or through withholdingany of its Subsidiaries is "corporate acquisition indebtedness" within the meaning of Code ss.279(b), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of Except as set forth in the Disclosure Schedule, the Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all Returns. Each such Tax Returns are Return is true, correctaccurate and complete. The Company and each of its Subsidiaries has paid in full all Taxes for the period covered by such Tax Return. All Taxes not yet due and payable have been withheld or reserved for or, and complete in all material respectsto the extent that they relate to periods on or prior to the date of the Company Balance Sheet, are reflected as a liability thereon. (b) All material Taxes of the The Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements each of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has complied with all applicable Requirements of Law relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Section 1441 and 1442 of the Code, or similar provisions under any foreign Requirements of Law) and have, within the time and in the manner prescribed by applicable Requirements of Law, withheld from employee wages and paid over, in a timely manner, to the proper Taxing Authorities all amounts required to be so withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personover under applicable law. (c) No claim deficiency for any Taxes has been made in writing by any Governmental Entity in a jurisdiction where asserted or assessed against the Company or any of its Subsidiaries does that has not file Tax Returns been resolved and paid in full or fully reserved for and identified on the Company Balance Sheet and, to the knowledge of the Company and the Seller, no deficiency for any Taxes has been proposed that has not been fully reserved for and identified on the Company Balance Sheet. Neither the Company nor any of its Subsidiaries has received any outstanding and unresolved notices from the IRS or any other Taxing Authority of any proposed examination or of any proposed change in reported information relating to the Company or any such subsidiary Subsidiary. Except as set forth in the Disclosure Schedule (which sets forth the nature of the proceeding, the type of Tax Return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Legal Proceeding or audit or similar foreign proceedings is pending with regard to any of the Company's or may be subject to taxation by that jurisdictionany of its Subsidiaries' Taxes or Tax Returns. (d) No waiver or comparable consent given by the Company or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the knowledge of the Company and the Seller, is any request for any such waiver or consent pending. (e) There are no Liens liens or encumbrances of any kind for Taxes on upon any of the assets or properties of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (ef) Neither Except as set forth in the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice requested any extension of assessment or proposed assessment in connection with time within which to file any material amount of TaxesTax Return, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material which Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have Return has not since been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Datefiled. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, Contract providing for the allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries)sharing of Taxes. Neither of the Company nor any of its Subsidiaries (ihas made any election under Section 341(f) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseCode. (h) Neither the Company nor any of its Subsidiaries has distributed stock agreed to another Personmake, or has had its stock distributed by another Person during nor is any of them required to make, any adjustment under Section 481(a) of the two-year Code for any period ending on after the date hereof that was intended to be governed Closing Date by reason of a change in whole accounting method or in part by Section 355 of the Code. (i) Neither otherwise and neither the Company nor any of its Subsidiaries has engaged any knowledge that the IRS has proposed such adjustment or change in accounting method. (i) None of the assets of the Company or any “reportable transaction” within of its Subsidiaries is required to be treated as owned by any other person pursuant to the meaning "safe harbor lease" provisions of Treasury Regulation section 1.6011-4(b)(1)former Section 168(f)(8) of the Code. (j) Neither the Company nor any of its Subsidiaries is a party to any venture, partnership, Contract or arrangement under which it could be treated as a partner for federal income tax purposes. (k) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” a permanent establishment located in any tax jurisdiction other than the United States, nor are any of them liable for the payment of Taxes levied by any jurisdiction located outside the United States. (l) Other than in respect of a period for which a Tax is not yet due, no state of facts exists or has existed that would constitute grounds for the assessment of any Tax liability with respect to a period that has not been audited by the IRS or any other Taxing Authority. (m) No power of attorney has been granted by the Company or any of its Subsidiaries with respect to any matter relating to Taxes that is currently in force. (n) Neither the Company nor any of its Subsidiaries is or has been a United States real property holding company (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (o) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement that would result in the payment of any "excess parachute payment" within the meaning of Section 382(g280G of the Code. (p) All transactions that could give rise to an understatement of federal income tax (within the meaning of Section 6662 of the Code or any predecessor provision thereof) have been adequately disclosed on the Tax Returns required in accordance with Section 6662(d)(2)(B) of the Code within the past five yearsor any predecessor provision thereto. (kq) As used in this Agreement, No election under Code ss.338 (or any predecessory provisions) has been made by or with respect to the term “Tax” Company or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments any of its Subsidiaries or other charges any of a similar nature their respective assets or properties. (whether imposed directly r) No indebtedness of the Company or through withholdingany of its Subsidiaries is "corporate acquisition indebtedness" within the meaning of Code ss.279(b), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each Except as described in Section 5.14 of the Company and its Subsidiaries has duly and timely filed or caused to be filed Purchaser Disclosure Schedule: (giving effect to all applicable extensionsi) all material Tax Returns required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by any or on behalf of them, Purchaser and its Subsidiaries have been or will be duly filed on a timely basis in accordance with all applicable Laws; (ii) at the time of their filings all such Tax Returns are were or will be, in all respects, true, complete and correct, and complete in all material respects.; (biii) All material Taxes of the Company Purchaser and its Subsidiaries have, and within the time and in the manner prescribed by Law, paid all Taxes that are due and payable; (iv) the reserves for Taxes reflected in the Purchaser Balance Sheet are adequate (in accordance with U.S. GAAP) to cover all Taxes that have not been fully and timely paid or adequate reserves therefor have been made on paid, but which under U.S. GAAP were accruable, through the financial statements date of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person.Purchaser Balance Sheet; (cv) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There there are no Liens for Taxes on upon any of the assets of the Company Purchaser or any of its Subsidiaries other than Subsidiaries, except Liens for Taxes not yet due and payable.for current Tax periods ending on or after the Closing Date; (evi) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing outstanding deficiencies, assessments or pending disputeswritten proposals for the assessment of Taxes proposed, claimspending, audits, examinations, investigations, asserted or other proceedings regarding assessed against Purchaser or any material Tax Subsidiary of the Company Purchaser and its Subsidiaries there is no basis for any additional assessments or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or reassessments for any Taxes for which adequate reserves have provision has not been established.made in the books and records of Purchaser or its Subsidiaries, as the case may be; and (fvii) Neither no extension of the Company nor any statute of its Subsidiaries will be required to include any item limitations or waiver of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after normal reassessment periods on the Closing Date as a result assessment of any (i) intercompany transaction Taxes has been requested or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (granted to Purchaser or any corresponding or similar provision Subsidiary of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing DatePurchaser. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company LSB and its Subsidiaries has duly filed all federal, state, foreign and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by any of them, and it on or prior to the date hereof (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. ) and has duly paid or made provisions for the payment of all Taxes (bas defined below) All material Taxes of the Company and its Subsidiaries that other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been fully and timely paid finally determined, or adequate reserves therefor have been made on (ii) information returns, tax returns, Taxes or other governmental charges as to which the financial statements of the Company and its Subsidiaries included (failure to file, pay or incorporated by reference) make provision for will not, either individually or in the Company Reports (including the related notesaggregate, where applicable)have a Material Adverse Effect on LSB. Each No Tax return or report of the Company and LSB or its Subsidiaries has withheld been subjected to audit or examination by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue in the last five years and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company neither LSB nor any of its Subsidiaries has received written notice any indication of assessment a pending audit or proposed assessment examination in connection with any material amount of TaxesTax return or report and, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date best of LSB’s knowledge, no such return or (iii) prepaid amount received on or prior report is subject to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries)adjustment. Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company LSB nor any of its Subsidiaries has distributed stock executed any waiver or extended the statute of limitations (or been asked to another Personexecute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report, or has had the assessment or collection of any tax. To the best of LSB’s knowledge, there are no material disputes pending, or claims asserted for, Taxes or assessments upon LSB or any of its stock distributed Subsidiaries for which LSB does not have adequate reserves. In addition, (A) proper and accurate amounts have been withheld by another Person during LSB and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the two-year period ending tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on LSB, (B) federal, state, and local returns which are accurate and complete in all material respects have been filed by LSB and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the date hereof that was intended aggregate, have a Material Adverse Effect on LSB, (C) the amounts shown on such federal, state or local returns to be governed due and payable have been paid in whole full or adequate provision therefor has been included by LSB in its consolidated financial statements, except where failure to do so will not, either individually or in part by Section 355 the aggregate, have a Material Adverse Effect on LSB and (D) there are no Tax liens upon any property or assets of LSB or its Subsidiaries except liens for current taxes not yet due or liens that will not, either individually or in the Code. (i) aggregate, have a Material Adverse Effect on LSB. Neither the Company LSB nor any of its Subsidiaries has engaged been required to include in income any “reportable transaction” within adjustment pursuant to Section 481 of the meaning Code by reason of Treasury Regulation section 1.6011-4(b)(1). (j) Neither a voluntary change in accounting method initiated by LSB or any of its Subsidiaries, and the Company IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or will have, either individually or in the aggregate, a Material Adverse Effect on LSB. Except as set forth in the financial statements described in Section 3.6, neither LSB nor any of its Subsidiaries has undergone entered into a transaction which is being accounted for as an “ownership change” within the meaning of installment obligation under Section 382(g) 453 of the Code within Code, which will have, either individually or in the past five yearsaggregate, a Material Adverse Effect on LSB. (kb) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly filed all federal, state, foreign and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by any of them, and it on or prior to the date hereof (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. ) and has duly paid or made provisions for the payment of all Taxes and other governmental charges that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (bincluding, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) All other than (i) Taxes or other charges that are not yet delinquent or are being contested in good faith and have not been finally determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on the Company. The federal and material Taxes state income tax returns of the Company and its Subsidiaries that are due have been fully examined by the Internal Revenue Service (the "IRS") or the relevant state taxing authorities, as the case may be, for all complete tax years, and timely paid any liability with respect thereto has been satisfied or adequate any liability with respect to any deficiencies asserted as a result of any such examinations is covered by reserves therefor made in accordance with GAAP, or the period for assessment of the Taxes in respect of which such returns were re- quired to be filed has expired. There are no material disputes pending, or claims asserted for, Taxes or assessments upon the Company or any of its Subsidiaries for which the Company has not established reserves in accordance with GAAP. In addition, (A) proper and accurate amounts have been made on the financial statements of withheld by the Company and its Subsidiaries included (from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or incorporated by reference) in the aggregate, have a Material Adverse Effect on the Company, (B) federal, state, and local returns that are accurate and complete in all material respects have been filed by the Company Reports and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on the Company, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or provision therefor has been included by the Company in its consolidated financial statements in accordance with GAAP, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on the Company and (D) there are no Tax liens upon any property or assets of the Company or its Subsidiaries except liens for current Taxes not yet due or liens that will not, either individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the IRS has not initiated or proposed in writing any such adjustment or change in accounting method, in either case that has had or will have, either individually or in the aggregate, a Material Adverse Effect on the Company. Except as set forth in the financial statements described in Section 3.6 (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither , neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax entered into a transaction that is being accounted for as an installment obligation under Section 453 of the Company and its Subsidiaries Code, that will have, either individually or in the assets of aggregate, a Material Adverse Effect on the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedCompany. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (kb) As used in this Agreement, the term “"Tax” " or “"Taxes” " means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, -- ------- employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. (a) Each of Except as set forth on Schedule 6.16: (i) the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns (as hereinafter defined) which are required by law to be filed by it and has duly and timely paid all Taxes (as hereafter defined) due or claimed to be due from it (whether or not shown on any Tax Return), and there are no assessments or claims for payment of Taxes now pending or, to the best knowledge of any of themthe Shareholders, and all such threatened, or any audit of the records of the Company being made or threatened by, any taxing authority; (ii) each Tax Returns are trueReturn previously filed is, corrector to be filed in the future relating to any period up to the Closing Date shall be, correct and complete in all material respects; and (iii) the Company is not currently the beneficiary of any extension of time within which to file any Tax Return. The amounts set up as provisions for Taxes, if any, on the December 31, 1997 and August 31, 1998 balance sheets of the Company included in the Financial Statements are sufficient for the payment of all unpaid Taxes accrued for or applicable to the periods ended on such dates and all years and periods prior thereto and for which the Company, at those dates, may have been liable. Except as disclosed in Schedule 6.16, the Company has properly withheld and paid, or accrued for payment, when due, to appropriate state and/or federal authorities, all sales and use taxes, if any, and all amounts required to be withheld from payments made to its employees, independent contractors, creditors, Shareholders, or other third parties and has also paid all employment taxes as required under applicable laws. The Company has not agreed to or is required to make any adjustment under Code Section 481(a) by reason of a change in accounting method. There is no income reportable by the Company for a period ending after the Closing Date attributable to a transaction or other event (e.g., an installment sale) occurring prior to the Closing Date involving in excess of $25,000. The Company is not (nor has been) a "reporting corporation" subject to the information reporting and record maintenance requirements of Code Section 6038A and the regulations thereunder. The Company does not own any interest in real property located in any state or local taxing jurisdiction that imposes a tax on the transfer of such an interest that could apply with respect to the transactions contemplated by this Agreement. (b) All material Taxes Except as set forth in Schedule 6.16, the Company has not waived any statute of limitation in respect of any taxes or assessments by any federal, state, county, local, foreign or other taxing jurisdiction or agreed to any extension of time with respect to an assessment or deficiency in any Tax, and has not been audited by any taxing authority. The Company has not filed a consent under Section 341(f) of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personCode concerning collapsible corporations. (c) No claim has been made Except as set forth in writing by any Governmental Entity in a jurisdiction where Schedule 6.16, the Company or has not made any of its Subsidiaries does not file Tax Returns that payments, nor is the Company a party to any agreement that under any circumstances could obligate it to make any payments, that would not be deductible under Section 280G of the Code. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is not a party to any tax allocation or tax sharing agreement or has any obligations under any such subsidiary is or may be subject agreement to taxation by that jurisdictionwhich it may, in the past, have been a party. (d) There are no Liens for Taxes on any of the assets of Except as set forth in Schedule 6.16, the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction is not nor ever has been required to file a consolidated or excess loss account described in Treasury regulations promulgated combined state or federal income Tax Return with any other person or entity, and (ii) is not liable for the Taxes of any person under Section 1502 of the Code Treas. Reg. 1.1502-6 (or any corresponding or similar provision of state, local, or non- U.S. Tax foreign law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (he) Neither the Company nor any For purposes of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “"Tax” " or “"Taxes” " means all U.S. any federal, state and state, local, and or foreign taxesincome, fees assessments gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other charges tax of a similar nature (whether imposed directly or through withholding)any kind whatsoever, including any interest, additions to tax penalty, or penalties related addition thereto, whether disputed or not.

Taxes and Tax Returns. (a) Each of the Except as set forth on Schedule 3.11: (1) The Company and its Subsidiaries has duly and timely filed or caused timely requested extensions to be filed (giving effect to all applicable extensions) all material file those Tax Returns required to be filed by any of them, that are currently due for all taxable periods ending on or before the Closing Date and all such Tax Returns are true, correctcorrect and complete. Copies of all such Tax Returns for the periods ending on or after December 31, 2014 have been given to the Purchaser; (2) The Company has paid to the appropriate Governmental Authority, or has established, in accordance with GAAP and complete consistent with past practice, accruals that are reflected on the Company’s financial statements (as provided to the Purchaser hereunder) for the payment of all Taxes imposed on the Company or for which the Company could be liable, whether to taxing authorities or to other persons (pursuant to a tax sharing agreement or otherwise) for all taxable periods beginning on or before the Closing Date; (3) No extension of time has been requested or granted for the Company to file any Tax Return that has not yet been filed or to pay any Tax that has not yet been paid; (4) The Company has not received notice of a determination by a Governmental Authority that Taxes are owed by the Company (such determination to be referred to as a “Tax Deficiency”) that has not been resolved as of the date of Closing and, to the Company’s Knowledge, no Tax Deficiency is proposed or threatened; (5) All Tax Deficiencies have been paid or finally settled and all amounts determined by settlement to be owed have been paid; (6) Except in the case of a Lien for ad valorem property taxes not yet due and payable, there is no unpaid Tax (a) that constitutes a Lien upon any of the assets of the Company or (b) for which the Purchaser would be liable under applicable Law by reason of having acquired the Purchased Stock; (7) There are no presently outstanding waivers or extensions or requests for waiver or extension of the time within which a Tax Deficiency may be asserted or assessed; (8) No issue has been raised in any examination, investigation, audit, Claim or proceeding relating to Taxes (a “Tax Audit”) which, by application of similar principles to any past, present or future period, would result in a Tax Deficiency for such period and no Claim has ever been made by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (9) There are no pending or, to the Seller’s Knowledge, threatened, Tax Audits of the Company; (10) To Seller’s Knowledge, there are no requests for rulings in respect of any Tax pending between the Company and any Governmental Authority; (11) To Seller’s Knowledge, the Company has complied with all applicable Laws in all material respects. (b) All material respects relating to the withholding and payment of Taxes of the Company and its Subsidiaries that are due have been fully and has timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant proper Governmental Entity on a timely basis Authorities all material Taxes amounts required to have been withheld and paid in connection with amounts paid or owing to any person.employee, independent contractor, creditor or shareholder; (c12) No claim has been made in writing by any Governmental Entity in a jurisdiction where To Seller’s Knowledge, the Company or any of has disclosed on its Subsidiaries does not file federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the Company or such subsidiary is or may be subject to taxation by that jurisdiction.meaning of Section 6662 of the Code; (d13) There are no Liens for Taxes on any To Seller’s Knowledge, none of the assets of the Company or is property that it is required to be treated as being owned by any other person pursuant to the “safe harbor lease” provisions of its Subsidiaries other than Liens for Taxes not yet due and payable.former Section 168(f)(8) of the Code; (e14) Neither the Company nor any None of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries directly or indirectly secures any debt, the interest on which have not been paid, settled or withdrawn or for which adequate reserves have not been established.is tax-exempt under Section 103(a) of the Code; (f15) None of the assets of the Company is “tax-exempt use property” within the meaning of Section 168(h) of the Code; (16) The Company does not have, and has not had, a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States and such foreign country; and (17) Neither the Company nor is not a party to any Tax allocation or Tax sharing agreement (b) Schedule 3.11 contains: (1) a schedule of its Subsidiaries will be the filing dates of all Tax Returns required to include any item be filed by the Company; (2) a description of income in, or exclude any item of deduction from, taxable income for any taxable year all past Tax Audits involving the Company; and (or portion thereof3) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 list of the Code states, territories and jurisdictions (whether foreign or domestic) to which any corresponding or similar provision Tax is properly payable by the Company. Except as set forth on Schedule 3.11, to Seller’s Knowledge, the Company has retained all supporting and backup papers, receipts, spreadsheets and other information reasonably necessary for: (A) the preparation of state, local, or non- U.S. all Tax law), Returns that have not yet been filed; and (iiB) installment sale or open transaction made the defense of all Tax Audits involving taxable periods either ending on or during the six years prior to the Closing Date or (iii) prepaid amount received on from which there are unutilized net operating loss, capital loss or prior to the Closing Dateinvestment tax credit carryovers. (gc) Neither To Seller’s Knowledge, the Company nor has collected and remitted to the appropriate Governmental Authority all sales and use or similar Taxes required to have been collected, including any of its Subsidiaries is a party interest and any penalty, addition to tax or is bound by any Tax sharingadditional amount unpaid, allocation or indemnification agreement or arrangement (and has been furnished properly completed exemption certificates for all exempt transactions. To Seller’s Knowledge, the Company has collected and/or remitted to the appropriate Governmental Authority all property Taxes, customs duties, fees, and assessments which are other than such an agreement in the nature of income taxes or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes charge of any person kind whatsoever (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock including Taxes assessed to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state real property and local, water and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholdingsewer rents relating thereto), including any interestinterest and any penalty, additions addition to tax or penalties related theretoadditional amount unpaid.

Taxes and Tax Returns. For purposes of this Section 3.13, any reference to the Company or its Subsidiaries shall be deemed to include a reference to the Company's predecessors or the predecessors of its Subsidiaries, respectively, and any reference to the Company shall be deemed to include its Subsidiaries, including any predecessors of its Subsidiaries, except where explicitly inconsistent with the language of this Section 3.13. Except as set forth on Schedule 3.13 of the Company Disclosure Schedule: (a) Each of the The Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns that it was required to be file under applicable laws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed by any consistent with requirements of them, and all applicable law or regulation. All such Tax Returns are true, correct, were correct and complete in all material respectsrespects and have been prepared in substantial compliance with all applicable laws and regulations. Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid other than Taxes that have been reserved or accrued on the balance sheet of the Company and which the Company is contesting in good faith. The Company is not the beneficiary of any extension of time within which to file any Tax Return and neither the Company nor any of its Subsidiaries currently has any open tax years. No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (b) All material Taxes of the The Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any personemployee, independent contractor, creditor, shareholder, or other third party. (c) No claim foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to the Company's Knowledge are pending with respect to the Company. Other than with respect to audits that have already been completed and resolved, the Company has been made in writing by not received from any Governmental Entity in a jurisdiction foreign, federal, state, or local taxing authority (including jurisdictions where the Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of its Subsidiaries does not file Tax Returns that proposed, asserted, or assessed by any taxing authority against the Company or such subsidiary is or may be subject to taxation by that jurisdictionCompany. (d) There are no Liens for Taxes on any The Company has made available to Buyer with true and complete copies of the assets of United States federal, state, local, and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or any after December 31, 2007. The Company has delivered to Buyer correct and complete copies of its Subsidiaries other than Liens all examination reports, letter rulings, technical advice memoranda, and similar documents, and statements of deficiencies assessed against or agreed to by the Company filed for Taxes not yet due the years ended on or after December 31, 2007. The Company has timely and payableproperly taken such actions in response to and, in compliance with notices, the Company has received from the IRS in respect of information reporting and backup and nonresident withholding as are required by law. (e) Neither the The Company nor has not waived any statute of its Subsidiaries has received written notice limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establisheddeficiency. (f) Neither The Company has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). The Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Sections 6662 or 6662A and has not participated in a "reportable transaction" within the meaning of Section 1.6011-4(b) of the Treasury Regulations. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), and (ii) has no liability for the Taxes of any individual, bank, corporation, partnership, association, joint stock company, business trust, limited liability company, or unincorporated organization (other than the Company) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (g) The unpaid Taxes of the Company nor (i) did not, as of the end of the most recent period covered by the Company SEC Reports filed on or prior to the date hereof, exceed the reserve for Tax liability (which reserve is distinct and different from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements included in the Company SEC Reports filed on or prior to the date hereof (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time in accordance with the past custom and practice of the Company in filing its Subsidiaries will Tax Returns. Since the end of the most recent period covered by the Company SEC Reports filed prior to the date hereof, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice. (h) The Company shall not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any any: (i) intercompany transaction change in method of accounting for a taxable period ending on or excess loss account prior to the Closing Date; (ii) "closing agreement" as described in Treasury regulations promulgated under Code Section 1502 of the Code 7121 (or any corresponding or similar provision of state, locallocal or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or non- U.S. foreign income Tax law), ; (iiiv) installment sale or open transaction disposition made on or prior to the Closing Date or Date; (iiiv) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.;

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns Return required to be filed by by, or on behalf of, Parent or any of themits Subsidiaries, and all each material Tax Return in which Parent or any of its Subsidiaries was required to be included, has been filed. Each such Tax Returns are Return is true, correct, correct and complete in all material respects. (b) All Parent and each of its Subsidiaries (i) has paid (or has had paid on its behalf) all material Taxes of the Company due and its Subsidiaries that are owing, whether or not shown as due have been fully on any Tax Return, and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by referenceii) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid remitted to the relevant Governmental Entity on a timely basis appropriate Taxing Authority, or properly set aside, all material Taxes required to have been be withheld and paid in connection with any amounts paid or owing to or collected from any personemployee, independent contractor, supplier, creditor, stockholder, partner, member or other third party, and all Forms W-2 and 1099 required with respect thereto have been filed. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any The unpaid Taxes of Parent and its Subsidiaries does (A) did not, as of September 30, 2018, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Parent Financial Statements (rather than in any notes thereto), and (B) will not file exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of Parent and its Subsidiaries in filing their Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionReturns. (d) There are no Liens material liens for Taxes on (other than Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings) upon any of the assets of the Company Parent or any of its Subsidiaries. (e) None of Parent or any of its Subsidiaries other than Liens has waived any statute of limitations with respect to any material Taxes or agreed to any extension of the period for assessment or collection of any Taxes not yet due and payableto a date after the Closing Date. (ef) Neither No audit or other examination of any Tax Return of Parent or any of its Subsidiaries by any Taxing Authority has occurred within the Company nor past three (3) years and there is no material Tax claim, audit, suit, or administrative or judicial Tax proceeding now pending or presently in progress or threatened in writing by a taxing authority with respect to a material Tax Return of Parent or any of its Subsidiaries. (g) None of Parent or any of its Subsidiaries has received written notice distributed stock of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigationsa corporation, or other proceedings regarding any material Tax has had its stock distributed, in a transaction purported or intended to be governed in whole or in part by Sections 355 or 361 of the Company and its Subsidiaries or Code within the assets five (5) year period ending on the date of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedthis Agreement. (fh) Neither None of Parent or any of its Subsidiaries (A) is or has ever been a member of a group of corporations that files or has filed (or has been required to file) consolidated, combined, or unitary Tax Returns, other than a group the Company nor common parent of which is or was Parent, or (B) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor pursuant to any Tax Sharing Agreement. None of Parent or any of its Subsidiaries is party to or has any obligation under any Tax Sharing Agreement. (i) None of Parent or any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (j) None of Parent or any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any predecessor provision). (k) None of Parent or any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any any: (i) intercompany transaction or excess loss account described change in Treasury regulations promulgated under Section 1502 method of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction accounting made on or prior to the Closing Date Date, or (iii) prepaid amount received use of an improper method of accounting for a taxable period ending on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.;

Taxes and Tax Returns. (a) Each Except as set forth on Section 3.10 of the Disclosure Schedule, Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all material federal, state, foreign and local Tax Returns required to be filed by any of them, and it or with respect to it (all such Tax Returns are true, correct, being accurate and complete in all material respects) and has duly and timely paid or caused to be paid on its behalf all material Taxes due and required to be paid by it prior to the date hereof (whether or not shown to be due on such Tax Returns). Through the Balance Sheet Date, Company and its Subsidiaries do not have any material liability for Taxes in excess of the amount reserved or provided for on the Company Financial Statements. The unpaid Taxes of Company and its Subsidiaries did not, as of the Balance Sheet Date, exceed the reserve for Tax Liability set forth on the face of the Balance Sheet (rather than in any notes thereto), and do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Company and its Subsidiaries. (b) All material Taxes of the No jurisdiction where Company and its Subsidiaries do not file a Tax Return has ever made a claim in writing that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements any of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes is required to have been withheld and paid file a Tax Return in connection with amounts paid or owing to any personsuch jurisdiction. (c) No claim has been made material Tax Liens are currently in writing by any Governmental Entity in a jurisdiction where the Company or effect with respect to any of the assets of Company and its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionSubsidiaries, other than Permitted Encumbrances. (d) There are no Liens audits, examinations, disputes or proceedings pending or threatened in writing, or, to the Knowledge of Company and all of its Subsidiaries, otherwise notified, with respect to, or claims or assessments for any Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payableSubsidiaries. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Company and each of its Subsidiaries, with respect to any employee, independent contractor, creditor, stockholder, or other party, have been timely withheld, collected or deposited, as the case may be, and to the extent required by applicable Law, have been paid to the relevant Governmental Entity. Company and each of its Subsidiaries have complied in all material respects with all information reporting and backup withholding provisions of applicable Law, including the collection, review and retention of any required withholding certificates or comparable documents (including with respect to deposits) and any notice received pursuant to Section 3406(a)(1)(B) or (C) of the Code. (f) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment participated in connection with any material amount of Taxesreportable transaction, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described defined in Treasury regulations promulgated under Regulation Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law1.6011-4(b)(1), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither Except as set forth on Section 3.10 of the Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or to, is bound by by, or has any obligation under, any Tax sharing, allocation allocation, indemnity or indemnification agreement similar agreements or arrangement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). h) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (ii) has any liability for the Taxes of any person Person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. (hi) Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years, part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the transactions contemplated in this Agreement are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for Tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (ij) Neither the Since January 1, 2011, neither Company nor any of its Subsidiaries has engaged been required (or has applied) to include in income any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by Company or any of its Subsidiaries, and the Internal Revenue Service (“reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1IRS”) has not initiated or proposed any such material adjustment or change in accounting method (including any method for determining reserves for bad debts maintained by Company or any Subsidiary). (jk) Neither the Company nor any of its Subsidiaries has undergone an any application pending with any Governmental Entity requesting permission for any changes in accounting method. (l) Neither Company nor any of its Subsidiaries will be required to include any material item of income or gain in, or exclude any item of deduction or loss from, taxable income as a result of any (i) adjustment required by a change in method of accounting, (ii) closing agreement, (iii) intercompany transaction, (iv) installment sale or open transaction disposition made on or prior to the Effective Time, or (v) prepaid amount received, on or prior to the Effective Time. (m) No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to Company or any of its Subsidiaries. (n) Neither Company nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a “ownership changereorganization” within the meaning of Section 382(g368(a) of the Code. (o) Neither Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code within during the past five yearsapplicable period specified in Section 897(c)(1)(A)(ii) of the Code. (kp) As used in this AgreementExcept as set forth on Section 3.10(p) of the Disclosure Schedule, neither Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any contract that could obligate it to make any payments that could be disallowed as a deduction under Section 280G or 162(m) of the term “Tax” Code or “Taxes” means all U.S. federal, any comparable provision of state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoTax Law.

Taxes and Tax Returns. (a) Each of The Company and the Company Subsidiaries have duly filed all federal, state, foreign and its Subsidiaries has duly local information returns and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any them on or prior to the date of them, and this Agreement (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. ) and have duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from them by federal, state, foreign or local taxing authorities other than (bi) All material Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against or (ii) information returns, Tax Returns or Taxes as to which the failure to file, pay or make provision for would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 3.9 of the Company and its Subsidiaries Disclosure Letter lists those Tax Returns that are due have currently the subject of audit by the Internal Revenue Service (the “IRS”) or for which written notice of intent to audit has been fully and timely paid or received from the IRS. Any liability with respect to deficiencies asserted as a result of any such audit is covered by adequate reserves therefor have been made on in accordance with GAAP in the financial statements Company Financial Statements. Section 3.9 of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis Disclosure Letter sets forth all material elections with respect to Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where affecting the Company or any of its Subsidiaries does not file Tax Returns that the Company Subsidiaries as of the date of this Agreement. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has waived any statute of limitations with respect to Taxes or such subsidiary is agreed to any extension of time with respect to a Tax assessment or may be subject to taxation by that jurisdiction. (d) deficiency. There are no Liens material disputes pending, or claims asserted, for Taxes on any of the assets of or assessments upon the Company or any of its the Company Subsidiaries other than Liens for Taxes which the Company does not yet due and payable. (e) have adequate reserves. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its the Company Subsidiaries). Within the past five years, neither the Company nor any of the Company Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. No disallowance of a deduction under Section 162(m) of the Code for employee remuneration of any amount paid or payable by the Company or any of the Company Subsidiaries under any contract, plan, program or arrangement or understanding would, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and each of the Company Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or any other third party. The Company does not have and has not had any permanent establishment in any foreign country as defined in the applicable Tax treaty or convention between the United States and such foreign country. The Company is not a party to any joint venture, partnership or other arrangement or contract which could be treated as a partnership for federal income tax purposes. No item of income or gain reported by the Company for financial accounting purposes in any pre-closing period is required to be included in taxable income for a post-closing period. Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) Subsidiaries has any liability for the Taxes of any person excess loss account (other than the Company or any of its Subsidiaries) arising from the application of as defined in Treasury regulation Regulation Section 1.1502-6, or 19) with respect to the stock of any similar provision of state, local or foreign law, as Subsidiary which would give rise to a transferee or successor, by contract or otherwisematerial tax liability. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (kb) As used in this Agreement, the term “Tax” or “Taxes” means (i) all U.S. federal, state and localstate, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax and interest thereon and (ii) any liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or penalties related theretoany similar provision of state, local or foreign Law) and the term “Tax Return” includes all returns, reports and forms (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with or supplied to a Tax authority relating to Taxes.

Taxes and Tax Returns. (a) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect: (b) Each of the Company and its Subsidiaries has duly and timely filed filed, or has caused to be timely filed (giving effect to on its behalf, all applicable extensions) all material Tax Returns required to be filed by any of themit, and all such Tax Returns are true, correct, complete and complete in all material respectsaccurate. All Taxes shown to be due and owing on such Tax Returns have been timely paid. (bi) All material The most recent financial statements contained in the Company SEC Reports filed prior to the date of this Agreement reflect, in accordance with GAAP, an adequate reserve for all Taxes of payable by the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on for all taxable periods through the date of such financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personstatements. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (dii) There are is no Liens for audit, examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Taxes on any of the assets or Tax Return of the Company or any its Subsidiaries, and, to the knowledge of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company, neither the Company nor any of its Subsidiaries has received written notice of assessment any claim made by a Governmental Authority in a jurisdiction where the Company or proposed assessment any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to income taxation by that jurisdiction. No deficiency with respect to any Taxes has been proposed, asserted or assessed in connection with writing against the Company or any material amount of Taxesits Subsidiaries, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax requests for waivers of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedtime to assess any Taxes are pending. (fiii) Neither There are no outstanding written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company nor or any of its Subsidiaries, and no power of attorney granted by either the Company or any of its Subsidiaries will be required with respect to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described Taxes is currently in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Dateforce. (giv) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, agreement providing for the allocation or indemnification agreement sharing of Taxes imposed on or arrangement with respect to any individual or other person (other than (I) such an agreement agreements with customers, vendors, lessors or arrangement exclusively between the like entered into in the ordinary course of business and (II) agreements with or among the Company and or any of its Subsidiaries). Neither , and neither the Company nor any of its Subsidiaries (iA) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated U.S. federal income Tax Return (other than a the group the common parent of which is the Company was or a subsidiary of the common parentCompany) or (iiB) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of (I) under Treasury regulation Regulation Section 1.1502-6, 1.1502–6 (or any similar provision of state, local or foreign law), or (II) as a transferee or successor, by contract or otherwise. (hv) There are no material Encumbrances for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company and its Subsidiaries. (vi) In the last five (5) years, neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock to which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) applied or was intended to apply. (vii) Neither the Company nor any of its Subsidiaries has distributed stock to another Personparticipated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Since March 30, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither 2010, neither the Company nor any of its Subsidiaries has engaged participated in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). a transaction lacking economic substance (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g7701(o) of the Code within Code) or failing to meet the past five yearsrequirements of any similar rule of Law. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. For purposes of this Section 3.13, any reference to the Company or its Subsidiaries shall be deemed to include a reference to the Company’s predecessors or the predecessors of its Subsidiaries, respectively, except where inconsistent with the language of this Section 3.13. Except as set forth on Schedule 3.13 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has duly and (i) timely filed (or caused to be there has been timely filed (giving effect to on its behalf) with the appropriate Governmental Authorities all applicable extensions) all material Tax Returns required to be filed by any of them, it (giving effect to all extensions) and all such Tax Returns are true, correct, correct and complete complete; and (ii) timely paid in full (or there has been timely paid in full on its behalf) all material respectsTaxes required to have been paid by it. (b) All material The unpaid Taxes of the Company and its Subsidiaries that are due have been fully (i) did not, as of December 31, 2011, exceed the accrued Tax liability (rather than any deferred income Tax liability established to reflect timing differences between book and timely paid Tax income) included in the Company’s audited consolidated balance sheet as of December 31, 2011, and (ii) will not exceed the accrued Tax liability as adjusted for transactions or adequate reserves therefor have been made on operations in the financial statements ordinary course of business through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing their Tax Returns. (c) There are no liens for Taxes upon any property or assets of the Company or any of its Subsidiaries, except for liens for Taxes not yet due or for Taxes which are being contested in good faith by appropriate proceedings (and for which adequate accruals have been established in the Company’s audited consolidated financial statements in accordance with GAAP). (d) (i) Proper and accurate amounts have been withheld by the Company and each of its Subsidiaries from its respective employees, independent contractors, creditors, stockholders, depositors, and other payees for all periods in compliance with the tax withholding provisions of applicable federal, state, county and local laws; (ii) federal, state, county and local returns that are accurate and complete have been filed by the Company and each of its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and Medicare and unemployment taxes, and information reporting (including IRS Forms 1098 and 1099) and backup and nonresident withholding; (iii) the amounts shown on such returns to be due and payable have been paid in full or adequate provision therefor has been included by the Company in its consolidated financial statements for the period ended December 31, 2011, or, with respect to returns filed after the date hereof, have been or will be so paid or provided for in the consolidated financial statements of the Company for the period covered by such returns; and (iv) the Company and its Subsidiaries have timely and properly taken such actions in response to and in compliance with notices from the Internal Revenue Service (“IRS”) in respect of information reporting and backup and nonresident withholding as are required by law, including the notation in its records of any B notices or C notices received with respect to any customers, stockholders, or payees. (e) As of the date of this Agreement, no federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries, and none of the Company or its Subsidiaries has received notice of any pending or proposed claims, audits or proceedings with respect to Taxes. (f) None of the Company or any of its Subsidiaries has granted in writing any power of attorney that is currently in force with respect to any Taxes or Tax Returns. (g) None of the Company or any of its Subsidiaries has requested an extension of time within which to file any Tax Return which has not since been filed, and no currently effective waivers, extensions, or comparable consents regarding the application of the statute of limitations with respect to Taxes or Tax Returns have been given by or on behalf of the Company or any of its Subsidiaries. (h) None of the Company or any of its Subsidiaries is a party to any agreement providing for the allocation, sharing or indemnification of Taxes. (i) The federal income Tax Returns of the Company and its Subsidiaries have been examined and any disputes relating thereto have been settled with the IRS (or incorporated by referencethe applicable statutes of limitation for the assessment of Taxes for such periods have expired) in for all periods through and including December 31, 2007. (j) None of the Company Reports or any of its Subsidiaries has been included in any “consolidated,” “unitary” or “combined” Tax Return (including other than Tax Returns which include only the related notesCompany and its Subsidiaries) provided for under the laws of the United States, where applicable)any foreign jurisdiction or any state or locality with respect to Taxes for any taxable year. None of the Company or any of its Subsidiaries has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise. (k) None of the Company or any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code. (l) Each of the Company and its Subsidiaries currently computes its taxable income exclusively using the accrual method of accounting and has withheld exclusively used the accrual method of accounting to compute its taxable income for all taxable years ending after December 31, 2006. None of the Company or any of its Subsidiaries has agreed, or is required, to make any adjustment under Section 481 of the Code affecting any taxable year ending after December 31, 2006, and paid the IRS has not initiated or proposed any such adjustment. None of the Company or its Subsidiaries will be required to include amounts in income, or to exclude items of deduction, in a taxable period beginning after the Closing Date as a result of a change in method of accounting occurring prior to the relevant Governmental Entity on Closing Date. The Company is not and has not been a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid United States real property holding company within the meaning of Section 897(c)(2) of the Code. No property of any of the Company or owing to any personits Subsidiaries is “tax exempt use property” within the meaning of Section 168(h) of the Code. (cm) No claim has ever been made in writing by any Governmental Entity Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any such subsidiary is entity is, or may be be, subject to taxation by that jurisdiction. (dn) There are no Liens for The Company and its Subsidiaries have made available to Buyer correct and complete copies of (i) all of their material Tax Returns filed within the past three (3) years, (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority within the past five (5) years relating to the federal, state, local or foreign Taxes on due from or with respect to the Company or any of its Subsidiaries, and (iii) any closing letters or agreements entered into by the assets Company or any of its Subsidiaries with any Governmental Authority within the past five (5) years with respect to Taxes. (o) None of the Company or any of its Subsidiaries other than Liens has received any notice of deficiency or assessment from any Governmental Authority for Taxes any amount of Tax that has not yet due been fully settled or satisfied, and payableto the Knowledge of the Company, no such deficiency or assessment is proposed. (ep) Neither None of the Company nor or any of its Subsidiaries has received written notice ever participated in a “reportable transaction” within the meaning of assessment Section 1.6011-4(b) of the Treasury Regulations (or proposed assessment in connection with any material amount of Taxespredecessor provision), and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax each of the Company and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of income tax within the meaning of Section 6662 or Section 6662A of the assets Code. (q) None of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any any: (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (ii) intercompany transaction transactions or any excess loss account described in Treasury regulations promulgated Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. foreign income Tax law), ; (iiiii) installment sale or open transaction disposition made on or prior to the Closing Date or Date; (iiiiv) prepaid amount received on or prior to the Closing Date. ; (gv) Neither election with respect to income from the Company nor any discharge of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among indebtedness under Section 108(i) of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) Code; or (iivi) has any similar election, action, or agreement that would have the effect of deferring any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising Subsidiaries from any period ending on or before the application of Treasury regulation Section 1.1502-6, or Closing Date to any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseperiod ending after the Closing Date. (hr) Neither As of the date hereof, the Company nor any is aware of its Subsidiaries has distributed stock no reason why the Merger will fail to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by qualify as a “reorganization” under Section 355 368(a) of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company All income Tax Returns and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all other material Tax Returns required to be filed by or with respect to the Company or any of them, and its Subsidiaries for all Taxable Periods (or portions thereof) ending on or before the Closing Date have been or will be timely filed (taking into account any extension of time within which to file). All such Tax Returns (i) were prepared in the manner required by applicable Law and (ii) are true, correct, and complete in all material respects. (b) All material Taxes True and complete copies of all federal and state income Tax Returns of or including the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor for their respective 1999-2002 tax years have been made available to Newco prior to the date hereof. Since the date of the Company’s last financial statements, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes other than Taxes incurred in the ordinary course of business. (c) All material Taxes for which the Company or any of its Subsidiaries is or may be liable in respect of Taxable Periods (or portions thereof) ending on or before the Closing Date, whether or not shown (or required to be shown) on a Tax Return, have been timely paid, or in the case of material Taxes not yet due and payable, sufficient reserve for the payment of all such material Taxes (without regard to deferred tax assets and deferred tax liabilities) is provided on the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personFiled SEC Documents. (cd) No claim has deficiencies for income Taxes or other material Taxes have been made claimed, proposed or assessed in writing by any Governmental Entity in a jurisdiction where against the Company or any of its Subsidiaries does not file Tax Returns that by any Taxing authority in the past five (5) years, and neither the Company nor any of its Subsidiaries has Knowledge of any pending or threatened claim, proposal or assessment against the Company or any of its Subsidiaries for any such subsidiary deficiency for Taxes. The Company has not received written notice of any pending or threatened audits, investigations or other proceedings relating to any liability of the Company or any of its Subsidiaries in respect of Taxes, and there are no matters under discussion between the Company or any of its Subsidiaries, on the one hand, and any Taxing authority, on the other hand, with respect to income Taxes or other material Taxes. None of the income Tax Returns or other material Tax Returns of the Company or any of its Subsidiaries is currently being, or may be subject in the past five (5) years has been, formally examined by the IRS or relevant state, local or foreign Taxing authorities and the Company has not received any examination report from a Taxing authority in the past five (5) years. None of the Company or any of its Subsidiaries has entered into a closing agreement pursuant to taxation by that jurisdictionSection 7121 of the Code during the prior five (5) years. (de) The Company and each of its Subsidiaries has duly and timely withheld, collected, paid and reported to the proper governmental authority all Taxes required to have been withheld, collected, paid or reported. (f) There are no Liens for Taxes on or other security interests upon any of the property or assets of the Company or any of its Subsidiaries other than for Taxes, except for Liens for real and personal property Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or Tax Returns or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney that is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) currently in force has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than granted by the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or Subsidiaries with respect to any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwisematters relating to Taxes. (h) Neither the Company nor any of its Subsidiaries has distributed stock is a party to another Personany Contract, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Codeliability for, Taxes. (i) Neither the Company nor any of its Subsidiaries has engaged constituted either a “distributing corporation” or a “controlled corporation” in any a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “reportable transactionplan” or “series of related transactions” (within the meaning of Treasury Regulation section 1.6011-4(b)(1)Section 355(e) of the Code) in conjunction with the Merger. (j) Neither the Company nor any of its Subsidiaries has undergone any deferred intercompany gain within the meaning of Treasury Regulation Section 1.1502-13 or excess loss account within the meaning of Treasury Regulation Section 1.1502-19. (k) None of the indebtedness of the Company or any of its Subsidiaries constitutes (i) “corporate acquisition indebtedness” (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code or (ii) an “applicable high yield discount obligation” under Section 163(i) of the Code. (l) The Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (m) Neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). (n) To the Knowledge of the Company, since October 11, 1996, there has been no ownership change” change (within the meaning of Section 382(g) of the Code within Code) with respect to the past five yearsCompany. (ko) As used Neither the Company nor any of its Subsidiaries has joined in this Agreement, filing a consolidated or combined income Tax Return with either of the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoPrincipal Stockholders.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all All material Tax Returns required to be filed by any or with respect to Parent and Parent’s Subsidiaries or their respective assets and operations (“Parent Tax Returns”) have been timely filed (taking into account valid extensions of them, and all the time for filing). All such Parent Tax Returns (i) were prepared in the manner required by applicable Law and (ii) are true, correct, complete and complete accurate in all material respects. (b) All material Taxes of Parent and the Company and its Parent’s Subsidiaries that are due have been fully and timely paid paid, or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notescaused to be paid, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and be paid in connection with amounts paid by them, whether or owing not shown (or required to any person. be shown) on a Tax Return (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens except for Taxes being contested in good faith with a Taxing Authority and for which there is a sufficient reserve (without regard to deferred Tax assets and liabilities) on any the balance sheet included in the Parent Financial Statements), and Parent and Parent’s Subsidiaries have established, in accordance with GAAP, a sufficient reserve (without regard to deferred Tax assets and liabilities) on the balance sheet included in the Parent Financial Statements for the payment of the assets of the Company or any of its Subsidiaries other than Liens for all material Taxes not yet due and payable. Since December 31, 2008, neither Parent nor any of Parent’s Subsidiaries has incurred any liability for Taxes other than Taxes incurred in the ordinary course of business. (ec) Neither To the Company nor any Knowledge of its Subsidiaries has received written notice of assessment Parent, there are no examinations or proposed assessment other administrative or court proceedings relating to material Taxes in connection with any material amount of Taxesprogress or pending, and there are is no existing, pending or threatened in writing claim, proposal or pending disputes, claims, audits, examinations, investigations, assessment against Parent or other proceedings regarding any material Tax of the Company and its Parent’s Subsidiaries or the relating to its assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or operations asserting any deficiency for which adequate reserves have not been establishedmaterial Taxes. (fd) Neither Parent has not taken or agreed to take any action (nor is it aware of any agreement, plan or circumstance) that to the Company nor any Knowledge of its Subsidiaries will be required Parent is reasonably likely to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after prevent the Closing Date Merger from being treated as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership changereorganization” within the meaning of Section 382(g368(a) of the Code within Code. Notwithstanding anything to the past five years. (k) As used contrary in this Agreement, the term “Tax” it is understood and agreed that no representation or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments warranty is made by Parent or Merger Sub in respect of Tax matters in any Section of this Agreement other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretothan this Section 6.12.

Taxes and Tax Returns. (ai) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, and complete in all material respects. ; (bii) All neither Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return; (iii) all material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements paid; (iv) each of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has collected or withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been collected or withheld and to the extent required by applicable law have paid in connection with such amounts paid to the proper governmental authority or owing to any other person. ; (cv) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the neither Company nor any of its Subsidiaries has received written notice granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (vi) the federal income Tax Returns of Company and its Subsidiaries for all years up to and including December 31, 2013 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or proposed assessment in connection waivers, has expired; (vii) no deficiency with any respect to a material amount of TaxesTaxes has been proposed, and asserted or assessed against Company or any of its Subsidiaries; (viii) there are no pending or threatened in writing or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid(ix) in the last six years, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the neither Company nor any of its Subsidiaries will be has been informed in writing by any jurisdiction that the jurisdiction believes that Company or any of its Subsidiaries was required to include file any item of income inTax Return that was not filed; (x) Company has made available to Parent true, or exclude any item of deduction fromcorrect, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six years; (ixi) intercompany transaction Company and each of its Subsidiaries has in its respective files all Tax Returns that it is required to retain in respect of withholding and information reporting requirements imposed by the Code (including the requirements of Chapters 3, 4 and 61 of the Code) or excess loss account described any similar foreign, state or local law; (xii) Company and each of its Subsidiaries has systems, processes and procedures in Treasury regulations promulgated under Section 1502 place in order to materially comply with Sections 1471 through 1474 of the Code (or and any corresponding or similar provision of state, local, foreign law; (xiii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Company or non- U.S. Tax law), any of its Subsidiaries; (iixiv) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the neither Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the ; (xv) neither Company nor any of its Subsidiaries (iA) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (iiB) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. ; (hxvi) Neither the neither Company nor any of its Subsidiaries has distributed been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by qualify for tax-free treatment under Section 355 of the Code. ; (ixvii) Neither the neither Company nor any of its Subsidiaries has engaged participated in any a “reportable listed transaction” within the meaning of Treasury Regulation section Regulations Section 1.6011-4(b)(14(b)(2). ; (jxviii) Neither at no time during the past five (5) years has Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; and (xix) neither Company nor any of its Subsidiaries has undergone an “ownership change” within will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the meaning Closing Date as a result of Section 382(gany (A) change in method of accounting, (B) installment sale or open transaction disposition made on or prior to the closing date, or (C) prepaid amount received on or prior to the Closing Date, in each of case (A), (B) and (C), outside of the Code within the past five yearsordinary course of business. (kb) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, fees charges, fees, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be have been filed by any of them, and it on or prior to the date hereof (all such Tax Returns are true, correct, being accurate and complete in all material respects. ) and has duly paid or made provisions for the payment of all Taxes which have been incurred or are due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement other than (bi) All material Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) Tax Returns or Taxes as to which the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No no claim has been made in writing by any Governmental Entity authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has received written notice executed an extension or waiver of any statute of limitations on the assessment or proposed assessment collection of any Tax that is currently in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or the assets owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries which has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have not been paid, settled or withdrawn or for which adequate reserves have not been establisheda Material Adverse Effect on the Company and its Subsidiaries. (fb) Neither Section 4.15(b) of the Disclosure Schedule lists all federal, state, local and non-U.S. income Tax Returns filed by the Company nor and/or any of its Subsidiaries will be required that have been or are currently being audited, and summarizes the status or results of each such audit. The Company has made available to include Parent correct and complete copies of all federal and state income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any item of income in, the Company and its Subsidiaries since 2004. (c) There are no material liens for Taxes (other than current Taxes not yet due and payable) on any of the assets of Company or exclude any item of deduction from, taxable income for any taxable year its Subsidiaries. (d) None of the Company or portion thereof) ending after the Closing Date as a result of any its Subsidiaries (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharingindemnification, Tax allocation or indemnification Tax sharing agreement with any person or arrangement entity or has any current or potential contractual obligation to indemnify any other person or entity with respect to Taxes, (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (iii) has been a member of an a consolidated, combined or affiliated group filing a consolidated federal income Tax Return of corporations (other than a group the common parent of which is the Company was the common parentCompany) or (iiiii) has any liability for the Taxes of any person or entity (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulations Section 1.1502-6, 6 or any similar provision of state, local or foreign non-U.S. law, as a transferee or successor, by contract or otherwise. (he) Except as set forth in Section 4.15(e) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has made any payment, is obligated to make any payment, or is a party to any agreement that could obligate it to make any payment that will not be deductible under Code Section 162(m) or Code Section 280G. (f) Neither the Company nor any of its Subsidiaries has distributed stock been a party to another Person, a transaction described in Code Section 355(c)(1) (or has had its stock distributed by another Person during which would have been described in Code Section 355(c)(1) but for the two-year period ending on application of Code Section 355(e)) within two (2) years immediately preceding the date hereof that was intended to be governed in whole or in part by Section 355 of the Codehereof. (ig) Neither the Company nor any of its Subsidiaries has engaged participated, within the meaning of Treasury Regulations Section 1.6011-4(c), in (i) any “reportable transaction” within the meaning of Section 6011 of the Code and the Treasury Regulation section 1.6011-4(b)(1). Regulations thereunder, (jii) Neither the Company nor any of its Subsidiaries has undergone an “ownership changeconfidential corporate tax shelter” within the meaning of Section 382(g) 6111 of the Code Code, as in effect prior to the enactment of the American Jobs Creation Act of 2004, P.L. 108-357, and the Treasury Regulations thereunder, or (iii) any “potentially abusive tax shelter” within the past five years. (k) As used meaning of Section 6112 of the Code, as in this Agreementeffect prior to the enactment of the American Jobs Creation Act of 2004, the term “Tax” or “Taxes” means all U.S. federal, state and localP.L. 108-357, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretothe Treasury Regulations thereunder.

Taxes and Tax Returns. (a) Each of the The Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to or will duly file) on a timely basis all applicable extensions) all material Tax Returns required to be filed by any it for all periods ending on or before the Closing Date and to the best of them, and all the Company's knowledge such Tax Returns are true, correctcorrect and complete. The Company has duly paid (or will duly pay) on a timely basis all Taxes that are due and payable, and complete in all material respectsexcept Taxes which are not yet delinquent. (b) All material Taxes The Company will not be liable for the payment of any Tax with respect to gain or income realized as a result of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made transfers contemplated by the Agreement, including but not limited to any federal income tax imposed on "built-in gains" within the financial statements meaning of Section 1374 of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personCode. (c) No Tax is required to be withheld by BPB from the Purchase Shares as a result of the transfers contemplated by this Agreement pursuant any provision of the Code or any other provision of federal, state, foreign or local Tax law. (d) The Company has not (i) received any notice of deficiency or assessment from any Tax Authority with respect to liability for Taxes of the Company or Taxes of the Stockholders relating to income of the Company that have not been fully paid or finally settled or (ii) signed or filed any written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes with respect to any Tax Returns of the Company. (e) No audit or other proceeding by any Tax Authority is presently pending with respect to any Taxes or Tax Return of the Company. The Company has not received any notification of intent to audit from any Tax Authority. (f) There are no Encumbrances for Taxes upon any of the Company Assets other than Encumbrances for Taxes not yet due or payable. (g) No payment which will, or may, be made to any Stockholder or any employee, director or agent of the Company will constitute an "excess parachute payment" within the meaning of Section 280G of the Code. (h) The Company has been a qualified S corporation (or Subchapter S corporation), within the meaning of the Code, at all times since its date of formation and has filed all forms and taken all actions necessary to maintain such status. Neither the Company nor any Stockholder has taken any action, or omitted to take any action, which action or omission could result in the loss of qualified S corporation or Subchapter S corporation status for such period prior to the Closing Date, other than the loss of S corporation status anticipated to occur as a result of the Merger pursuant to this Agreement. (i) The Company is not a party to, is not bound by, and does not have any obligation under any Tax sharing, indemnity or similar contract or arrangement and is not liable for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 or any similar provision of state or local law. No power of attorney has been granted by the Company with respect to any matter relating to Taxes which is currently in force. (j) No claim has ever been made in writing by any Governmental Entity Tax Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on . The Company is not required to file any of the assets of the Company or any of its Subsidiaries state Tax Return other than Liens for Taxes not yet due and payable. (e) Neither in the Company nor any Commonwealth of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five yearsMassachusetts. (k) As used in this Agreement, The Company has withheld and timely paid all amounts required to be withheld by Sections 1441 and 1442 of the term “Tax” or “Taxes” means Code and have timely withheld from employee wages and paid to the appropriate Tax Authorities all U.S. federal, state amounts required to be so withheld and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretopaid under applicable laws.

Taxes and Tax Returns. (a) Each of the Company Partners and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company Partners and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company Partners and its Subsidiaries included (or incorporated by reference) in the Company Partners Reports (including the related notes, where applicable). Each of the Company Partners and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company Partners or any of its Subsidiaries does not file Tax Returns that the Company Partners or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company Partners or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company Partners nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company Partners and its Subsidiaries or the assets of the Company Partners and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company Partners nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company Partners nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Partners and its Subsidiaries). Neither the Company Partners nor any of its Subsidiaries has (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company Partners was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company Partners or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company Partners nor any of its Subsidiaries has distributed stock to another Personperson, or has had its stock distributed by another Person person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company Partners nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. any federal, state and state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, escheat and foreign taxesunclaimed property, fees assessments value added, alternative or add-on minimum, estimated, or other charges tax of a similar nature (whether imposed directly or through withholding)any kind whatsoever, including any interest, additions to tax penalty, or penalties related addition thereto, whether disputed or not.

Taxes and Tax Returns. Except as set forth in Section 3.9 of the Company Disclosure Schedule: (a) Each of the Company and each of its Subsidiaries, and any consolidated, combined, unitary or aggregate group for tax purposes of which Company or any of its Subsidiaries is or has duly and timely been a member, has filed or caused to be filed (giving effect to all applicable extensions) will file all material Tax Returns (as defined below) required to be filed by any it in the manner provided by law. If not yet filed, such Tax Returns will be filed within the time prescribed by law (including extensions of themtime permitted by the appropriate Taxing Authority, and all as defined below). All such Tax Returns are true, correct, correct and complete in all material respects. (b) All material Taxes of the . Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements each of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity or will pay on a timely basis all material Taxes required (as defined below) whether or not shown thereon to be due other than Taxes which (i) are being contested in good faith, (ii) have not been finally determined and (iii) for which an adequate reserve has been provided in accordance with GAAP. None of Company or any of its Subsidiaries is aware of any investigation pending or threatened by any Taxing Authority for any jurisdiction where the Company and its Subsidiaries do not file Tax Returns with respect to a given Tax that may lead to an assertion by such Taxing Authority that Company or any Subsidiary is or may be subject to such Tax in such jurisdiction. (b) There are no examinations, audits, actions, proceedings, investigations or disputes pending, or claims asserted, for material Taxes upon Company or any of its Subsidiaries. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Taxing Authority with respect to Company or any of its Subsidiaries that have an impact on any material Taxes for any taxable period ending after the Closing Date. (c) Proper and accurate amounts for all material Taxes have been withheld by Company and paid its Subsidiaries in connection with amounts paid or owing to any person. (c) No claim has employee, officer, creditor, shareholder, independent contractor or other person in compliance with the Tax withholding provisions of applicable federal, state and local laws and have either been made paid, remitted or deposited to or with the appropriate Taxing Authorities, or, if not yet due, set aside in writing by any Governmental Entity in a jurisdiction where accounts for such purposes and accrued on the books of Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionSubsidiary as applicable. (d) There are no Liens for Taxes on Tax liens upon any of the property or assets of the Company or any of its Subsidiaries other than Liens except liens for Taxes not yet due and payable. (e) Neither None of Company and its Subsidiaries has filed a consent under section 341(f) of the Code (as defined below) concerning collapsible corporations. None of Company nor and its Subsidiaries (i) has received approval to make or agreed to a change in accounting method that would materially affect any taxable period of Company or any of its Subsidiaries ending after the Closing Date, or (ii) has received written notice of assessment or proposed assessment in connection any application pending with any material amount Taxing Authority requesting permission for any change in accounting method. None of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets has been required to include in income any adjustment pursuant to section 481 of the Code (or any similar provision of state, local or foreign tax law) by reason of a voluntary change in accounting method initiated by Company or any of its Subsidiaries, and its Subsidiaries which have the IRS has not been paid, settled initiated or withdrawn proposed any such adjustment or for which adequate reserves have not been establishedchange in accounting method. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return tax return (other than a group the common parent of which the Company was Company), (ii) is a party to a Tax allocation or Tax sharing agreement (other than an agreement solely among members of a group the common parent) parent of which is Company), or (iiiii) has any liability for the Taxes of any person (other than the any of Company or any of its Subsidiaries) arising from the application of under Treasury regulation Section Regulation section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (hg) Neither For the 1998 Tax year, the Company nor and its Subsidiaries reported a net operating loss of $200, 162,111 on its U.S. federal income Tax Return. As of the date hereof, and subject to matters raised as of the date hereof in any audits disclosed in Section 3.9 of the Company Disclosure Schedule, the net operating losses of the Company and its subsidiaries for U.S. federal income tax purposes are not less than $180 million. Except as set forth in Section 3.9 of the Company Disclosure Schedule, prior to the Closing Date, there has not been, and there will not be, any change of ownership of Company or any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) 382 of the Code within and the past five yearsTreasury Regulations thereunder or any limitation on the utilization of such net operating losses under Treasury Regulation 1.1502-21 or Temporary Treasury Regulation 1.1502-21T. To the extent such a change of ownership or such limitation on the utilization of such net operating losses has or will occur prior to the Closing Date, Section 3.9 of the Company Disclosure Schedule accurately describes in reasonable detail the event(s) constituting such change in ownership and such limitation on the utilization of such net operating losses. As of September 30, 1999 the net deferred tax liability of Company and the Subsidiaries (excluding any net operating loss carryforwards) was not greater than $200,000,000. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, correct and complete in all material respects. . Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (b) other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)paid. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where employee, creditor, shareholder, independent contractor or other third party. Neither the Company or nor any of its Subsidiaries does not file Tax Returns that the Company has granted any extension or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any waiver of the assets of the Company or limitation period applicable to any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) material Tax that remains in effect. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company is or was the common parentCompany) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulations Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (h) . Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (i) . Neither the Company nor any of its Subsidiaries has engaged participated in any a “reportable transaction” within the meaning of Treasury Regulation section Regulations Section 1.6011-4(b)(1). . At no time during the past five (j5) Neither years has the Company nor any of its Subsidiaries has undergone an “ownership change” been a United States real property holding corporation within the meaning of Section 382(g897(c)(2) of the Code within the past five yearsCode. (kb) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (ai) Each each of the Company and its Subsidiaries has (a) duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all federal income Tax Returns and other material Tax Returns required to be filed by any it on or prior to the date of them, and this Agreement (all such Tax Returns are true, correct, being accurate and complete in all material respects. ) and (b) All material has paid all Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return); (ii) neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time in excess of six months within which to file any Tax Return; (iii) federal, state and local income Tax Returns of the Company and its Subsidiaries have been examined by the IRS or other relevant taxing authority, or the statute of limitations for assessment with respect to such Tax Returns has expired, for all years to and including 2004, and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are due have been fully and timely paid or adequate reserves therefor have under GAAP; (iv) to the Company’s knowledge, no claim has ever been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary any of its Subsidiaries is or may be subject to taxation by that jurisdiction. ; (dv) There there are no Liens for Taxes on (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries; and (vi) each of the Company and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other than Liens for Taxes not yet due and payable. (e) third party. Neither the Company nor any of its Subsidiaries has received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company or its Subsidiaries have not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) written notice of assessment deficiency or proposed assessment in connection with adjustment for any material amount of TaxesTax proposed, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigationsasserted, or other proceedings regarding assessed by any material Tax of taxing authority against the Company and or any of its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Subsidiaries. Neither the Company nor any of its Subsidiaries will be required has waived any statute of limitations in respect of Taxes or agreed to include any item extension of time with respect to a Tax assessment or deficiency. Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income in, Tax Return other than a group of which the Company or exclude any item of deduction from, taxable income its Subsidiaries is currently the common Parent or (B) has any material liability for any taxable year (or portion thereof) ending after the Closing Date as a result Taxes of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated person other than the Company and its Subsidiaries under Regulation Section 1502 of the Code 1.1502-6 (or any corresponding or similar provision of state, local, or non- U.S. Tax lawforeign Law), (ii) installment sale as a transferee or open transaction made on successor, by contract, or prior otherwise. Any material liabilities for Taxes not yet due and payable, or which are being contested in good faith by appropriate proceedings, with respect to the Closing Date Company and any of its Subsidiaries (X) did not, as of December 31, 2009, exceed by a material amount the reserve for Tax liabilities set forth on the face of the consolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and (Y) do not exceed by a material amount that reserve as adjusted for Tax liabilities incurred in the Ordinary Course of Business. Neither the Company nor any of its Subsidiaries has a permanent establishment outside of the national jurisdiction in which it was formed. There are no material disputes pending, or (iii) prepaid amount received on written claims asserted, for Taxes or prior to assessments upon the Closing Date. (g) Company or any of its Subsidiaries for which the Company does not have reserves that are adequate under GAAP. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither Within the past two (2) years, neither the Company nor any of its Subsidiaries (i) has been a member “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Code. Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed participated in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any a “reportable transaction” within the meaning of Treasury Regulation section Section 1.6011-4(b)(14(b). (j) Neither . As of the date of this Agreement, the Company nor is not aware of any of its Subsidiaries has undergone an fact or circumstance that could reasonably be expected to prevent the Merger and the Second Step Merger, taken together, from qualifying as a “ownership changereorganization” within the meaning of Section 382(g368(a) of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each Company has made available to Parent copies of the federal, state and local income tax returns of Company and its Subsidiaries has for the years 2002, 2003 and 2004 and all schedules and exhibits thereto, and such returns have not been examined by the Internal Revenue Service or any other taxing authority. Except as reflected in Disclosure Schedule 3.12, Company and its Subsidiaries have duly and timely filed or caused to be filed (giving effect or obtained extensions to all applicable extensionsfile) in correct form in all material Tax Returns respects all federal, state and local information returns and tax returns required to be filed by any of themon or prior to the date hereof, and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have duly paid or made provision in accordance with generally accepted accounting principles for all taxes shown as owing on such returns. The amounts set forth as liabilities for taxes on the Financial Statements of Company have been fully computed in accordance with generally accepted accounting principles and timely paid or adequate reserves therefor have been made on the financial statements any unpaid taxes of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does do not file Tax Returns exceed by any amount the reserve for taxes showing on the Financial Statements of Company. Neither Company nor any of its Subsidiaries is responsible for the taxes of any other Person under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law. (b) Except as disclosed in Disclosure Schedule 3.12, neither Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any federal, state or local taxes due that is currently in effect, and deferred taxes of Company and its Subsidiaries have been provided for in the Financial Statements of Company in accordance with generally accepted accounting principles. (c) Except as disclosed in Disclosure Schedule 3.12, neither Company nor any of its Subsidiaries has made any payment, is obligated to make any payment or is a party to any contract, agreement or other arrangement that could obligate it to make any payment that would be disallowed as a deduction under Section 280G or 162(m) of the Code and neither Company nor any of its Subsidiaries has in effect a “nonqualified deferred compensation plan” as that term is defined in Code §409A that fails to meet the requirements of paragraphs (2), (3) and (4) of Code §409A(a) or which is not operated in good faith compliance with such subsidiary is or may be requirements. Neither Company nor any of its Subsidiaries has taken any action that would cause a stock right to become subject to taxation by that jurisdiction.Code §409A. (d) There are no Liens (i) Proper and accurate amounts have been withheld by Company and its Subsidiaries from their employees and others for Taxes all prior periods in compliance in all material respects with the tax withholding provisions of all applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local returns have been filed by Company and its Subsidiaries for all periods for which returns were due with respect to withholding, Social Security and unemployment taxes or charges due to any federal, state or local taxing authority and (iii) the amounts shown on such returns to be due and payable have been paid in full or provision therefor has been included by Company in the Financial Statements of Company in accordance with generally accepted accounting principles. (e) In the past five years, neither Company nor any of the assets its Subsidiaries has distributed stock of the another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. (f) Except as set forth on Disclosure Schedule 3.12(f), Company and its Subsidiaries have no Knowledge that any authority intends to assess any additional taxes for any period for which tax returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial tax proceedings are pending or being conducted with respect to Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Subsidiaries. Neither the Company nor any of its Subsidiaries has received written from any foreign, federal, state, or local taxing authority (including jurisdictions where Company has not filed tax returns) any (i) notice indicating an intent to open an audit or other review, or (ii) notice of assessment deficiency or proposed assessment in connection with adjustment for any material amount of Taxestax proposed, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigationsasserted, or other proceedings regarding assessed by any material Tax taxing authority against Company or any of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedSubsidiaries. (fg) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, its computation of taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction change in method of accounting for a taxable period ending on or excess loss account prior to the Closing Date; (ii) “closing agreement” as described in Treasury regulations promulgated under Section 1502 of the Code §7121 (or any corresponding or similar provision of state, local, local or non- U.S. foreign income Tax law), ) executed on or prior to the Closing Date; (iiiii) installment sale or open transaction disposition made on or prior to the Closing Date Date; or (iiiiv) prepaid amount received on or prior to the Closing Date. (g) Neither , except to the Company nor extent any such item is taken into account in the Financial Statements of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseCompany. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any a “reportable transaction” within the meaning of Treasury Regulation section as defined in Section 1.6011-4(b)(1)4(b) of the Treasury Regulations. (ji) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” been a United States real property holding corporation within the meaning of Code Section 382(g897(c)(2) of during the applicable period specified in Code within the past five yearsSection 897(c)(1)(A)(ii). (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company Seller and its Subsidiaries has duly and timely Parent have filed or caused to be filed (giving effect to will file in a timely manner with the appropriate Taxing authorities all applicable extensions) all material Tax Returns required to be filed by any Seller and Parent prior to or on the Closing Date (including all Tax Returns the filing of them, which is necessary for the conduct of the Business) and all each such Tax Returns are Return has been prepared in all material respects in compliance with all applicable laws and regulations and is true, correct, accurate and complete in all material respects. (b) All material Seller or Parent has paid or will pay in a timely manner (i) all Taxes that are shown to be due on any Tax Returns filed or to be filed by Seller or Parent, as applicable, or pursuant to any assessment received by Seller or Parent from any Taxing authority for any period preceding the Closing Date, and (ii) all other Taxes due on or before the Closing Date (whether or not shown on a Tax Return). (c) There are no pending, proposed, or to Seller’s and Parent’s Knowledge, threatened examinations, audits, actions, proceedings, investigations, disputes, assessments or claims with respect to any Taxes payable by or asserted against Seller or Parent or otherwise related to the Purchased Assets or the Business, and to Seller’s and Parent’s Knowledge, there is no basis for such claims or assessments. (d) There are no outstanding agreements or waivers that would extend the statutory period in which a Taxing authority may assess or collect a Tax against Seller or Parent. (e) There are no Liens with respect to Taxes (other than for current Taxes not yet due and payable) upon the Purchased Assets or the Business. (f) None of the Company Purchased Assets constitute a “United States real property interest” within the meaning of Section 897(c) of the Code. (g) Except as set forth on Schedule 5.17, none of the Purchased Assets, and its Subsidiaries no portion of the Business, (i) constitutes a permanent establishment in any country other than the United States, or (ii) is the subject of Taxation in any jurisdictions outside the United States. (h) No claim has ever been made by any Taxing authority in a jurisdiction where Seller and Parent do not file Tax Returns that Seller and Parent are due or may be subject to Taxation by that jurisdiction and, to Seller’s and Parent’s Knowledge, there is no basis for such claim. (i) Seller and Parent have been fully properly and timely paid to the appropriate Taxing authorities all payroll, unemployment and similar Taxes due on or adequate reserves therefor before the Closing Date and have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has properly withheld and timely paid to the relevant Governmental Entity on a timely basis appropriate Taxing authorities all material other Taxes required to have been withheld and paid in connection with amounts paid or owing to any personemployee, independent contractor, creditor, stockholder, or other third party with respect to the Business, and has complied with all information reporting, backup withholding and Tax Return requirements, including maintenance of required records with respect thereto, in connection with any such amounts. (cj) No claim has been made in writing by Neither Seller nor Parent is a party to any Governmental Entity in (i) joint venture, alliance, partnership or other arrangement that is treated as a jurisdiction where the Company partnership for Tax purposes or any of its Subsidiaries does not file (ii) Tax Returns that the Company indemnity, Tax allocation or such subsidiary is or may be subject to taxation by that jurisdictionTax sharing agreement. (dk) Schedule 5.17 provides the jurisdiction(s) where each Bank Employee is located. (l) There are no Liens requests for Taxes on rulings in respect of any of the assets of the Company Tax pending between Seller or Parent and any of its Subsidiaries other than Liens for Taxes not yet due and payableGovernmental Authority. (em) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, Seller and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which Parent have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made disclosed on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated their respective federal income Tax Return (other than Returns all positions taken therein that could give rise to a group substantial understatement of which federal income Tax within the Company was the common parent) or (ii) has any liability for the Taxes meaning of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 6662 of the Code. (in) None of the Purchased Assets of Seller directly or indirectly secure any debt, the interest on which is Tax-exempt under Section 103(a) of the Code. (o) Neither the Company Seller nor any of its Subsidiaries Parent has engaged in been a party to any “reportable transaction,” within the meaning of Treasury Regulation section 1.6011as defined in Code Section 6707A(c)(1) and Reg. Section 1.6101-4(b)(14(b). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns Return required to be filed by by, or on behalf of, the Company or any of themits Subsidiaries, and all each material Tax Return in which the Company or any of its Subsidiaries was required to be included, has been filed. Each such Tax Returns are Return is true, correct, correct and complete in all material respects. (b) All The Company and each of its Subsidiaries (i) has paid (or has had paid on its behalf) all material Taxes due and owing, whether or not shown as due on any Tax Return, and (ii) has withheld and remitted to the appropriate Taxing Authority, or properly set aside, all material Taxes required to be withheld and paid in connection with any amounts paid or owing to or collected from any employee, independent contractor, supplier, creditor, stockholder, partner, member or other third party, and all Forms W-2 and 1099 required with respect thereto have been filed. (c) The unpaid Taxes of the Company and its Subsidiaries that are due have been fully (A) did not, as of September 30, 2018, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and timely paid or adequate reserves therefor have been made Tax income) set forth on the financial statements face of the Company Financial Statements (rather than in any notes thereto), and (B) will not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file filing their Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionReturns. (d) There are no Liens material liens for Taxes on (other than Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings) upon any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payableSubsidiaries. (e) Neither None of the Company nor or any of its Subsidiaries has received written notice waived any statute of limitations with respect to any material Taxes or agreed to any extension of the period for assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result collection of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior Taxes to the Closing Date or (iii) prepaid amount received on or prior to a date after the Closing Date. (gf) Neither No audit or other examination of any Tax Return of the Company nor or any of its Subsidiaries is a party to or is bound by any Taxing Authority has occurred within the past three (3) years and there is no material Tax sharingclaim, allocation audit, suit, or indemnification agreement administrative or arrangement (other than such an agreement judicial Tax proceeding now pending or arrangement exclusively between presently in progress or among threatened in writing by a taxing authority with respect to a material Tax Return of the Company and or any of its Subsidiaries). Neither . (g) None of the Company nor or any of its Subsidiaries has distributed stock of a corporation, or has had its stock distributed, in a transaction purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code within the five (5) year period ending on the date of this Agreement. (h) None of the Company or any of its Subsidiaries (iA) is or has ever been a member of an affiliated a group filing a consolidated federal income of corporations that files or has filed (or has been required to file) consolidated, combined, or unitary Tax Return (Returns, other than a group the common parent of which the Company is or was the common parent) Company, or (iiB) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulations Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawnon-U.S. Law), as a transferee or successorsuccessor pursuant to any written agreement, by contract a principal purpose of which is the sharing of, or otherwiseindemnification for, Taxes (a “Tax Sharing Agreement”). None of the Company or any of its Subsidiaries is party to or has any obligation under any Tax Sharing Agreement. (hi) Neither None of the Company nor or any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the two-year applicable period ending on the date hereof that was intended to be governed specified in whole or in part by Section 355 897(c)(1)(A)(ii) of the Code. (ij) Neither None of the Company nor or any of its Subsidiaries has engaged participated in any a “reportable listed transaction” within the meaning of Treasury Regulation section Regulations Section 1.6011-4(b)(14(b)(2) (or any predecessor provision). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used None of the Company or any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in this Agreementmethod of accounting made prior to the Closing Date, or use of an improper method of accounting for a taxable period ending on or prior to the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.Closing Date;

Taxes and Tax Returns. Except as disclosed in Company Disclosure --------------------- ------------------ Schedule 7.14, since March 9, 1999: ------------- (a) Each of the Company and its Subsidiaries Direct Access has duly and timely filed or caused to be filed (giving effect to all applicable extensionsand until the Closing Date will so file) all material Tax Returns required to be filed by it in respect of any of themUnited States federal, state or local, or foreign, Taxes and has duly paid (and until the Closing Date will so pay) all such Tax Returns Taxes due and payable, other than Taxes which are true, correct, being contested in good faith (and complete in all material respects. (b) All material Taxes of disclosed by the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on to the financial statements of the Company and its Subsidiaries included (or incorporated by reference) Transferor in the Company Reports (including the related notes, where applicablewriting). Each of the Company and Direct Access has established (and until the Closing Date will establish) on its Subsidiaries has withheld books and paid to records reserves that are adequate for the relevant Governmental Entity on a timely basis payment of all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable, but are incurred in respect of Direct Access or the Company through the date of this Agreement. (eb) There are no audits or other Governmental Authority proceedings presently pending, nor, to the Knowledge of the Company, any other disputes pending with respect to, or claims asserted for, Taxes upon Direct Access or the Company, nor has Direct Access or the Company given any currently outstanding waivers or comparable consents regarding the application of any statute of limitations with respect to any Taxes or Returns. There are no Liens filed of record publicly for Taxes upon the assets of Direct Assets or the Company, except Liens for Taxes not yet due. Each of Direct Access and the Company has complied (and until the Closing Date will comply) in all respects with all applicable Laws relating to the payment and withholding of Taxes. (c) Neither Direct Access nor the Company (1) has requested any extension of time within which to file any return which Return has not since been filed (2) is a party to any agreement providing for the indemnification, allocation or sharing of Taxes; (3) is required to include in income any adjustment by reason of a voluntary change in accounting method initiated by Direct Access or the Company (nor to the Company's Knowledge has any Governmental Authority proposed any such adjustment or change of accounting method): or (4) has filed a consent with any Governmental Authority pursuant to which Direct Access or the Company has agreed to recognize gain (in any manner) relating to or as a result of this Agreement or the transactions contemplated hereby. (d) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income Direct Access is liable for any taxable year (or portion thereof) ending after the Closing Date as a result Taxes of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding consolidated, combined, unitary or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was and/or Direct Access has been a member. Except for that certain Tax Indemnity Agreement between Intercept and Direct Access dated as of the common parent) or date hereof (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6"Tax Indemnification Agreement"), or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither neither the Company nor any of its Subsidiaries has distributed stock to another PersonDirect Access is a party to, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole bound by, any tax indemnity, tax sharing or in part by Section 355 of the Codetax allocation agreement. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each Except as set forth on Schedule B, the Borrower and the Subsidiaries (and any affiliated group of which the Borrower or any of the Company and its Subsidiaries are now or have been members) has duly and timely filed or caused to be filed (giving effect to all applicable inclusive of any permitted extensions) with the appropriate taxing authorities all material Tax Returns returns (including, without limitation, information returns) in respect of taxes required to be filed by through the Effective Date and will timely file (inclusive of any of them, permitted extensions) any such returns required to be filed on and all such Tax Returns are true, correct, after the Effective Date. The information filed is complete and complete accurate in all material respects. All deductions taken by the Borrower as reflected in such income tax returns have been taken in accordance with applicable laws and regulations, except deductions that may have been disallowed but are being challenged in good faith and for which adequate reserves have been made in accordance with GAAP. Except as specified in Schedule B, neither the Borrower nor any of the Subsidiaries, nor any group of which the Borrower or any of the Subsidiaries are now or were members, have requested any extension of time within which to file returns (including without limitation information returns) in respect of any taxes. (b) All material Taxes taxes, assessments, fees and other governmental charges in respect of periods beginning prior to the Effective Date, have been timely paid, or will be timely paid, or an adequate reserve has been established therefor, as set forth in Schedule B or in the Financial Statements, and neither the Borrower nor any of the Company and its Subsidiaries that are due have been fully and timely has any liability for taxes in excess of the amounts so paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personso established. (c) No claim has Except as set forth in Schedule B, no deficiencies for taxes have been made in writing claimed, proposed or assessed by any taxing or other Governmental Entity in a jurisdiction where Authority against the Company Borrower or any of its their Subsidiaries does not file Tax Returns that and no tax liens have been filed. Except as set forth in Schedule B, there are no pending or, to the Company best of the Borrower's knowledge, threatened audits, investigations or claims for or relating to any liability in respect of taxes, and there are no matters under discussion with any governmental authorities with respect to taxes which are likely to result in a material additional liability for taxes. Either the federal income tax returns of the Borrower have been audited by the Internal Revenue Service and such subsidiary is audits have been closed, or the period during which any assessments may be subject made by the Internal Revenue Service has expired without waiver or extension, for all years up to taxation by that jurisdictionand including the fiscal year ended 1991. Except as set forth in Schedule B, no extension of a statute of limitations relating to taxes, assessments, fees or other governmental charges is in effect with respect to the Borrower or the Subsidiaries. (d) There are no Liens for Taxes Except as set forth on any of Schedule B, neither the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company Borrower nor any of its Subsidiaries has received any obligation under written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification tax sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any regarding payments in lieu of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwisetaxes. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed filed, or has caused to be timely filed on its behalf (giving effect taking into account any extension of time within which to all applicable extensions) file), all material Tax Returns (as hereinafter defined) required to be filed by any of themfiled, and all such filed Tax Returns are true, correct, correct and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company Parent and its Subsidiaries has withheld and timely paid, or has had paid to the relevant Governmental Entity on a timely basis its behalf, all material Taxes required to have been withheld and be paid by it. Parent has made adequate provision, in connection accordance with amounts paid or owing GAAP, in the consolidated financial statements included in Parent SEC Reports filed prior to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company date of this Agreement for the payment of all material Taxes for which Parent or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject liable for the periods covered thereby. No deficiency with respect to taxation by that jurisdiction. (d) There are no Liens for material Taxes on any of the assets of the Company has been asserted or assessed in writing against Parent or any of its Subsidiaries that has not been fully paid or adequately reserved (in accordance with GAAP) in Parent SEC Reports filed prior to the date of this Agreement. No material audits or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes of Parent or any of its Subsidiaries, and no written notice thereof has been received. Parent and each of its Subsidiaries has withheld from all payments to employees, independent contractors, creditors, shareholders and any other persons (and timely paid to the appropriate Governmental Entity) all material amounts required to be withheld with respect to such payments in compliance with all applicable laws. There are no material Liens for Taxes upon the assets of Parent or any of its Subsidiaries, other than Liens for Taxes not yet due and payable. (eb) Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any Subsidiaries: (i) intercompany transaction joins or excess loss account described has joined in Treasury regulations promulgated under Section 1502 the filing of the Code (any affiliated, consolidated, combined or any corresponding or similar provision of unitary federal, state, local, local or non- U.S. foreign income Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (Return other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a for the consolidated group of which the Company was Parent is the common parent) or , (ii) has any liability for the Taxes of any person Person (other than the Company or any of Parent and its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, (iii) is a party to or bound by any Tax sharing agreement or Tax indemnity agreement, arrangement or practice (other than (x) any customary tax indemnity, tax sharing or tax allocation provision in agreements with customers, vendors, lessors or the like entered into in the ordinary course of business, (y) any customary tax indemnity, tax sharing or tax allocation provision in a customary credit agreement and (z) any customary agreement addressing property taxes payable for properties leased to Parent or any of its Subsidiaries), (iv) has participated in a “listed transaction” (as defined in Treasury Regulation Section 1.6011-4) or (v) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Code in the three years prior to the date of this Agreement. (hc) No closing agreements, private letter rulings, technical advice memoranda or similar agreements, rulings or memoranda have been entered into or issued by any Governmental Entity with respect to Parent or any of its Subsidiaries within five years of the date of this Agreement, and no such agreement, ruling or memorandum has been applied for or is currently pending. (d) Neither the Company Parent nor any of its Subsidiaries has distributed stock is aware of any facts or circumstances that would cause the Merger to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended fail to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” qualify as a reorganization within the meaning of Section 382(g368(a) of the Code within the past five yearsCode. 4.12. [Reserved. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.]

Taxes and Tax Returns. For purposes of this Section 4.12, any reference to Buyer or its Subsidiaries shall be deemed to include a reference to Buyer’s predecessors or the predecessors of its Subsidiaries, respectively, except where inconsistent with the language of this Section 4.12. (a) Each of the Company Buyer and its Subsidiaries has duly and (i) timely filed (or caused to be there has been timely filed (giving effect to on its behalf) with the appropriate Governmental Authorities all applicable extensions) all material Tax Returns required to be filed by any of them, it (giving effect to all extensions) and all such Tax Returns are true, correct, correct and complete complete; and (ii) timely paid in full (or there has been timely paid in full on its behalf) all material respectsTaxes required to have been paid by it. (b) All material The unpaid Taxes of the Company Buyer and its Subsidiaries that are due have been fully (i) did not, as of December 31, 2011, exceed the accrued Tax liability (rather than any deferred income Tax liability established to reflect timing differences between book and timely paid Tax income) included in Buyer’s audited consolidated balance sheet as of December 31, 2011, and (ii) will not exceed the accrued Tax liability as adjusted for transactions or adequate reserves therefor have been made on operations in the financial statements ordinary course of business through the Company Closing Date in accordance with the past custom and practice of Buyer and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personfiling their Tax Returns. (c) There are no liens for Taxes upon any property or assets of Buyer or any of its Subsidiaries, except for liens for Taxes not yet due or for Taxes which are being contested in good faith by appropriate proceedings (and for which adequate accruals have been established in Buyer’s audited consolidated financial statements in accordance with GAAP). (i) Proper and accurate amounts have been withheld by Buyer and each of its Subsidiaries from its respective employees, independent contractors, creditors, stockholders, depositors, and other payees for all periods in compliance with the tax withholding provisions of applicable federal, state, county and local laws; (ii) federal, state, county and local returns that are accurate and complete have been filed by Buyer and each of its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and Medicare and unemployment taxes, and information reporting (including IRS Forms 1098 and 1099) and backup and nonresident withholding; (iii) the amounts shown on such returns to be due and payable have been paid in full or adequate provision therefor has been included by Buyer in its consolidated financial statements for the period ended December 31, 2011, or, with respect to returns filed after the date hereof, have been or will be so paid or provided for in the consolidated financial statements of Buyer for the period covered by such returns; and (iv) Buyer and its Subsidiaries have timely and properly taken such actions in response to and in compliance with notices from the IRS in respect of information reporting and backup and nonresident withholding as are required by law, including the notation in its records of any B notices or C notices received with respect to any customers, stockholders, or payees. (e) As of the date of this Agreement, no federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of Buyer or any of its Subsidiaries, and none of Buyer or its Subsidiaries has received notice of any pending or proposed claims, audits or proceedings with respect to Taxes. (f) None of Buyer or any of its Subsidiaries has granted in writing any power of attorney that is currently in force with respect to any Taxes or Tax Returns. (g) None of Buyer or any of its Subsidiaries has requested an extension of time within which to file any Tax Return which has not since been filed, and no currently effective waivers, extensions, or comparable consents regarding the application of the statute of limitations with respect to Taxes or Tax Returns have been given by or on behalf of Buyer or any of its Subsidiaries. (h) None of Buyer or any of its Subsidiaries is a party to any agreement providing for the allocation, sharing or indemnification of Taxes. (i) The federal income Tax Returns of Buyer and its Subsidiaries have been examined and any disputes relating thereto have been settled with the IRS (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including December 31, 2007. (j) None of Buyer or any of its Subsidiaries has been included in any “consolidated,” “unitary” or “combined” Tax Return (other than Tax Returns which include only Buyer and its Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable year. None of Buyer or any of its Subsidiaries has any liability for the Taxes of any Person (other than Buyer or any of its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise. (k) None of Buyer or any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code. (l) Each of Buyer and its Subsidiaries currently computes its taxable income exclusively using the accrual method of accounting and has exclusively used the accrual method of accounting to compute its taxable income for all taxable years ending after December 31, 2006. None of Buyer or any of its Subsidiaries has agreed, or is required, to make any adjustment under Section 481 of the Code affecting any taxable year ending after December 31, 2006, and the IRS has not initiated or proposed any such adjustment. None of Buyer or its Subsidiaries will be required to include amounts in income, or to exclude items of deduction, in a taxable period beginning after the Closing Date as a result of a change in method of accounting occurring prior to the Closing Date. Buyer is not and has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code. No property of any of Buyer or its Subsidiaries is “tax exempt use property” within the meaning of Section 168(h) of the Code. (m) No claim has ever been made in writing by any Governmental Entity Authority in a jurisdiction where the Company Buyer or any of its Subsidiaries does not file Tax Returns that the Company or any such subsidiary is entity is, or may be be, subject to taxation by that jurisdiction. (dn) There are no Liens for Buyer and its Subsidiaries have made available to the Company correct and complete copies of (i) all of their material Tax Returns filed within the past three (3) years, (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority within the past five (5) years relating to the federal, state, local or foreign Taxes on due from or with respect to Buyer or any of the assets of the Company its Subsidiaries, and (iii) any closing letters or agreements entered into by Buyer or any of its Subsidiaries other than Liens for Taxes not yet due and payablewith any Governmental Authority within the past five (5) years with respect to Taxes. (eo) Neither the Company nor None of Buyer or any of its Subsidiaries has received written any notice of deficiency or assessment or proposed assessment in connection with from any material Governmental Authority for any amount of TaxesTax that has not been fully settled or satisfied, and there are to the Knowledge of Buyer, no threatened such deficiency or assessment is proposed. (p) None of Buyer or any of its Subsidiaries has ever participated in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax a “reportable transaction” within the meaning of Section 1.6011-4(b) of the Company Treasury Regulations (or any predecessor provision), and each of Buyer and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of income tax within the meaning of Section 6662 or the assets Section 6662A of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedCode. (fq) Neither the Company nor any None of Buyer or its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any any: (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (ii) intercompany transaction transactions or any excess loss account described in Treasury regulations promulgated Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. foreign income Tax law), ; (iiiii) installment sale or open transaction disposition made on or prior to the Closing Date or Date; (iiiiv) prepaid amount received on or prior to the Closing Date. ; (gv) Neither election with respect to income from the Company nor discharge of indebtedness under Section 108(i) of the Code; or (vi) any similar election, action, or agreement that would have the effect of deferring any liability for Taxes of Buyer or any of its Subsidiaries is a party from any period ending on or before the Closing Date to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among period ending after the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseClosing Date. (hr) Neither the Company nor any As of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended hereof, Buyer is aware of no reason why the Merger will fail to be governed in whole or in part by qualify as a “reorganization” under Section 355 368(a) of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. Except as set forth in the Company Disclosure Statement: (a) Each of the Company all United States federal and its Subsidiaries has duly state income and timely filed or caused to be filed (giving effect to all applicable extensions) all material other Tax Returns returns and reports required to be filed by any the Company and the Subsidiaries on or before the Effective Time (including extensions to the due date for such returns) with respect to the business or assets of them, the Company and the Subsidiaries have been or will be duly filed and all federal, state, local and foreign taxes of any kind ("Taxes") have been paid or will be paid when due, except such Tax Returns Taxes as are true, correct, being contested in good faith by appropriate proceedings and complete in all material respects.for which adequate reserves have been established; (b) All material Taxes of neither the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on nor the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid notified in connection with amounts paid writing by any taxing authority, or owing to otherwise has any person.knowledge, of any pending actions, suits, claims or assessments for any Tax deficiency; (c) No claim has all U.S. federal and state income tax returns referred to in Section 3.22(a) above filed through the year ended December 31, 1994 have been made in writing by examined and closed, or the periods during which any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or tax due with respect to such subsidiary is or returns may be subject to taxation by that jurisdiction.assessed have expired without extension or waiver; (d) There no consent has been or will be filed with respect to the Company or the Subsidiaries relating to Section 341(f) of the Internal Revenue Code; (e) neither the Company nor the Subsidiaries is a party to any Tax indemnity or Tax sharing agreement; (f) there are no Liens liens for Taxes (other than for Taxes not yet due) on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable.the Subsidiaries; (eg) Neither neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required (i) as a result of a change in method of accounting or a taxable period ending on or prior to the Effective Time, to include any item adjustment under Section 481(c) of the Code (or any similar or corresponding provision of federal, state, local or foreign income in, or exclude any item of deduction from, Tax law) in taxable income for any taxable year (or portion thereof) period ending after the Closing Date Effective Time or (ii) as a result of any (i) intercompany transaction or excess loss account "closing agreement," as described in Treasury regulations promulgated under Section 1502 7121 of the Code (or any corresponding or similar provision of state, local, local or non- U.S. foreign income Tax law), (ii) installment sale to include any item of income in or open transaction made on or prior to exclude any item of deduction from any taxable period ending after the Closing Date or (iii) prepaid amount received on or prior to the Closing Date.Effective Time; (gh) Neither neither the Company nor any of its the Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (as defined in Section 1504 of the Code) other than a group one of which the Company was the common parent) the Parent, or (ii) has any liability for the Taxes of any person (filed or been included in a combined, consolidated or unitary income Tax Return, other than one filed by the Company; and (i) neither the Company nor any of the Subsidiaries has made any payments, or is or will become obligated (under any contract entered into on or before the Effective Time) to make any payments, that will be non-deductible under Section 280G of the Code (or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar corresponding provision of state, local or foreign income Tax law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. For purposes of this Section 3.13, any reference to the Company or its Subsidiaries shall be deemed to include a reference to the Company’s predecessors or the predecessors of its Subsidiaries, respectively, except where inconsistent with the language of this Section 3.13. Except as set forth on Schedule 3.13 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has duly and (i) timely filed (or caused to be there has been timely filed (giving effect to on its behalf) with the appropriate Governmental Authorities all applicable extensions) all material Tax Returns required to be filed by any of them, it (giving effect to all extensions) and all such Tax Returns are true, correct, correct and complete in all material respects; and (ii) timely paid in full (or there has been timely paid in full on its behalf) all Taxes required to have been paid by it. (b) All material The unpaid Taxes of the Company and its Subsidiaries that are due have been fully (i) did not, as of March 31, 2022, exceed the accrued Tax liability (rather than any deferred income Tax liability established to reflect timing differences between book and timely paid Tax income) included in the Company’s unaudited statement of financial condition as of March 31, 2022 set forth in the Company SEC Documents and (ii) will not exceed the accrued Tax liability as adjusted for transactions or adequate reserves therefor have been made on operations in the financial statements ordinary course of business through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing their Tax Returns. (c) There are no liens for Taxes upon any property or assets of the Company or any of its Subsidiaries, except for liens for Taxes not yet due or for Taxes which are being contested in good faith by appropriate proceedings (and for which adequate accruals have been established in the Company’s audited consolidated financial statements in accordance with GAAP). (i) Proper and accurate amounts have been withheld by the Company and each of its Subsidiaries from its respective employees, independent contractors, creditors, stockholders, depositors, and other payees for all periods in compliance with the tax withholding provisions of applicable federal, state, county and local laws; (ii) federal, state, county and local returns that are accurate and complete have been filed by the Company and each of its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and Medicare and unemployment taxes, and information reporting (including IRS Forms 1098 and 1099) and backup and nonresident withholding; (iii) the amounts shown on such returns to be due and payable have been paid in full or adequate provision therefor has been included by the Company in its consolidated financial statements for the period ended March 31, 2022, or, with respect to returns filed after the date hereof, have been or will be so paid or provided for in the consolidated financial statements of the Company for the period covered by such returns; and (iv) the Company and its Subsidiaries have timely and properly taken such actions in response to and in compliance with notices from the Internal Revenue Service (“IRS”) in respect of information reporting and backup and nonresident withholding as are required by law, including the notation in its records of any B notices or C notices received with respect to any customers, stockholders, or payees. (e) As of the date of this Agreement, no federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries, and none of the Company or its Subsidiaries has received notice of any pending or proposed claims, audits or proceedings with respect to Taxes. (f) None of the Company or any of its Subsidiaries has granted in writing any power of attorney that is currently in force with respect to any Taxes or Tax Returns. (g) None of the Company or any of its Subsidiaries has requested an extension of time within which to file any Tax Return which has not since been filed, and no currently effective waivers, extensions, or comparable consents regarding the application of the statute of limitations with respect to Taxes or Tax Returns have been given by or on behalf of the Company or any of its Subsidiaries. (h) None of the Company or any of its Subsidiaries is a party to any agreement providing for the allocation, sharing or indemnification of Taxes. (i) The federal income Tax Returns of the Company and its Subsidiaries have been examined and any disputes relating thereto have been settled with the IRS (or incorporated by referencethe applicable statutes of limitation for the assessment of Taxes for such periods have expired) in for all periods through and including December 31, 2018. (j) None of the Company Reports or any of its Subsidiaries has been included in any “consolidated,” “unitary” or “combined” Tax Return (including other than Tax Returns which include only the related notesCompany and its Subsidiaries) provided for under the laws of the United States, where applicable)any foreign jurisdiction or any state or locality with respect to Taxes for any taxable year. None of the Company or any of its Subsidiaries has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise. (k) None of the Company or any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code. (l) Each of the Company and its Subsidiaries currently computes its taxable income exclusively using the accrual method of accounting and has withheld exclusively used the accrual method of accounting to compute its taxable income for all taxable years ending after December 31, 2018. None of the Company or any of its Subsidiaries has agreed, or is required, to make any adjustment under Section 481 of the Code affecting any taxable year ending after December 31, 2018, and paid the IRS has not initiated or proposed any such adjustment. None of the Company or its Subsidiaries will be required to include amounts in income, or to exclude items of deduction, in a taxable period beginning after the Closing Date as a result of a change in method of accounting occurring prior to the relevant Governmental Entity on Closing Date. The Company is not and has not been a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid United States real property holding company within the meaning of Section 897(c)(2) of the Code. No property of any of the Company or owing to any personits Subsidiaries is “tax exempt use property” within the meaning of Section 168(h) of the Code. (cm) There have not been, within two years of the date of this Agreement, any (i) redemptions by the Company or any of its Subsidiaries, (ii) transfers or dispositions of property by the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries did not receive adequate consideration, or (iii) distributions to the holders of Company Common Stock with respect to their stock other than distributions of cash in the ordinary course of business. (n) No claim has ever been made in writing by any Governmental Entity Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any such subsidiary is entity is, or may be be, subject to taxation by that jurisdiction. (do) There are no Liens for The Company and its Subsidiaries have made available to Buyer correct and complete copies of (i) all of their material Tax Returns filed within the past three (3) years; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority within the past five years relating to the federal, state, local or foreign Taxes on due from or with respect to the Company or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by the assets Company or any of its Subsidiaries with any Governmental Authority within the past five (5) years with respect to Taxes. (p) None of the Company or any of its Subsidiaries other than Liens has received any notice of deficiency or assessment from any Governmental Authority for Taxes any amount of Tax that has not yet due been fully settled or satisfied, and payableto the Knowledge of the Company, no such deficiency or assessment is proposed. (eq) Neither None of the Company nor or any of its Subsidiaries has received written notice ever participated in a “reportable transaction” within the meaning of assessment Section 1.6011-4(b) of the Treasury Regulations (or proposed assessment in connection with any material amount of Taxespredecessor provision), and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax each of the Company and its Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of income tax within the meaning of Section 6662 or Section 6662A of the assets Code. (r) None of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any any: (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (ii) intercompany transaction transactions or any excess loss account described in Treasury regulations promulgated Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. foreign income Tax law), ; (iiiii) installment sale or open transaction disposition made on or prior to the Closing Date or Date; (iiiiv) prepaid amount received on or prior to the Closing Date. ; (gv) Neither election with respect to income from the Company nor any discharge of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among indebtedness under Section 108(i) of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) Code; or (iivi) has any similar election, action, or agreement that would have the effect of deferring any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising Subsidiaries from any period ending on or before the application of Treasury regulation Section 1.1502-6, or Closing Date to any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseperiod ending after the Closing Date. (hs) Neither the The Company nor any operates at least one significant historic business line, or owns at least a significant portion of its Subsidiaries has distributed stock to another Personhistoric business assets, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” each case within the meaning of Section 382(g1.368-1(d) of the Code within the past five yearsTreasury Regulations. (kt) As used in this Agreementof the date hereof, the term Company is aware of no reason why the Merger would fail to qualify as a “Taxreorganization” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges under Section 368(a) of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretothe Code.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, correct and complete in all material respects. . Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (b) other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)paid. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where employee, creditor, shareholder, independent contractor or other third party. Neither the Company or nor any of its Subsidiaries does not file has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of and its Subsidiaries other than Liens for Taxes not yet due all years to and payable. including 2018 have been examined by the Internal Revenue Service (ethe “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Subsidiaries. The Company nor any of its Subsidiaries will be required has made available to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result Parent true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (i6) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) years. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company is or was the common parentCompany) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (h) . Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (i) . Neither the Company nor any of its Subsidiaries has engaged participated in any a “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). . At no time during the past five (j5) Neither years has the Company nor any of its Subsidiaries has undergone an “ownership change” been a United States real property holding corporation within the meaning of Section 382(g897(c)(2) of the Code within the past five yearsCode. (kb) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) (i) all material income Tax Returns and (ii) all other Tax Returns where the failure to file such Tax Returns would be reasonably expected to result in a Material Adverse Effect on the Company, in each case, including all such federal, state, foreign and local Tax Returns required to be filed by any of them, and it or with respect to it (all such Tax Returns are true, correct, being accurate and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully has duly and timely paid or caused to be paid on its behalf all Taxes required to be paid by it (whether or not shown to be due on such Tax Returns) other than Taxes being contested in good faith for which adequate reserves therefor have been made established on the financial statements of the Company in accordance with GAAP. Through the date hereof, the Company and its Subsidiaries included (do not have any material liability for Taxes in excess of the amount reserved or incorporated by reference) in provided for on their financial statements. The Company and each of its Subsidiaries have made adequate provision on the Company Reports Balance Sheet for all material accrued Taxes not yet due and payable. (including b) No jurisdiction where the related notes, where applicable). Each Company and its Subsidiaries do not file a Tax Return has made a claim in writing that any of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes is required to have been withheld and paid file a Tax Return in connection with amounts paid or owing to any personsuch jurisdiction. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on exist with respect to any of the assets of the Company or any of and its Subsidiaries other than Subsidiaries, except for statutory Liens for Taxes not yet due and payable. (ed) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing or pending disputes, claims, audits, examinations, investigationsdisputes or proceedings pending or threatened in writing with respect to, or other proceedings regarding claims or assessments asserted or threatened in writing for, any material Tax Taxes of the Company and or any of its Subsidiaries Subsidiaries. (e) There is no waiver or extension of the assets application of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax with respect to the Company and any of its Subsidiaries Subsidiaries, which have not been paid, settled waiver or withdrawn or for which adequate reserves have not been establishedextension is in effect. (f) Neither All material Taxes required to be withheld, collected or deposited by or with respect to the Company nor any and each of its Subsidiaries will be have been timely withheld, collected or deposited, as the case may be, and to the extent required by applicable Law, have been paid to include any item the relevant Governmental Entity. The Company and each of income inits Subsidiaries have complied in all material respects with all information reporting and backup withholding provisions of applicable Law, or exclude any item of deduction fromincluding the collection, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result review and retention of any required withholding certificates or comparable documents (iincluding with respect to deposits) intercompany transaction and any notice received pursuant to Section 3406(a)(1)(B) or excess loss account described in Treasury regulations promulgated under Section 1502 (C) of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing DateCode. (g) Neither the Company nor any of its Subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1). (h) Neither the Company nor any of its Subsidiaries is a party to or to, is bound by by, or has any obligation under, any Tax sharing, allocation allocation, indemnity or indemnification agreement similar agreements or arrangement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person (other than such an agreement or arrangement exclusively between or among except for agreements not primarily relating to Taxes and entered in the ordinary course of business of the Company and its Subsidiariesto indemnify lenders or security holders in respect of Taxes). . (i) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (ii) has any liability for the Taxes of any person Person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an been, within the past two (2) years or otherwise, part of a “ownership changeplan (or series of related transactions)” within the meaning of Section 382(g355(e) of the Code of which the Transactions are also a part, a “distributing corporation” or a “controlled corporation” (within the past five yearsmeaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for Tax-free treatment under Section 355 of the Code. (k) As used Since January 1, 2014, neither the Company nor any of its Subsidiaries has been required (or has applied) to include in this Agreementincome any material adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the Internal Revenue Service (“IRS”) has not initiated or proposed any such material adjustment or change in accounting method (including any method for determining reserves for bad debts maintained by the Company or any Subsidiary). (l) Neither the Company nor any of its Subsidiaries will be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income as a result of any (i) adjustment required by a change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or (iv) installment sale or open transaction disposition made, or prepaid amount received, on or prior to the Closing Date. (m) Neither the Company nor any of its Subsidiaries has any application pending with any Governmental Entity requesting permission for any changes in accounting method. (n) No rulings, requests for rulings or closing agreements have been entered into with or issued by, or are pending with, any Governmental Entity with respect to the Company or any of its Subsidiaries. (o) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent or impede, or could reasonably be expected to prevent or impede, the term Merger from qualifying as a “Taxreorganization” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges within the meaning of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoSection 368(a) of the Code.

Taxes and Tax Returns. (a) Each of The Company and the Company Subsidiaries have duly filed all federal, state, foreign and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material local Tax Returns required to be filed by any them on or prior to the date of them, and this Agreement (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. ) and have duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from them by federal, state, foreign or local taxing authorities other than (bi) All material Taxes that are not yet delinquent or that are being contested in good faith, have not been finally determined and have been adequately reserved against or (ii) Tax Returns or Taxes as to which the failure to file, pay or make provision for would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Section 3.9 of the Company and its Subsidiaries Disclosure Letter lists those Tax Returns that are due have currently the subject of audit by the IRS or for which written notice of intent to audit has been fully and timely paid or received from the IRS. Any liability with respect to deficiencies asserted as a result of any such audit is covered by adequate reserves therefor have been made on in accordance with GAAP in the financial statements Company Financial Statements. As of the date of this Agreement, neither the Company nor any of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid waived any statute of limitations with respect to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing agreed to any person. (c) No claim has been made extension of time with respect to a federal income Tax assessment or deficiency. There are no material disputes pending, or claims asserted in writing by any Governmental Entity in a jurisdiction where writing, for Taxes or assessments upon the Company or any of its the Company Subsidiaries for which the Company does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) have adequate reserves. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its the Company Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has Subsidiary is liable for any liability for the Taxes of any person (other than the Company or any person, whether by operation of its Subsidiaries) arising from the application of law, contract, under Treasury regulation Regulations Section 1.1502-66 (or comparable provision of any state, foreign or local Law), or any similar provision otherwise, other than Taxes of statecurrent members of their consolidated group. Within the past two years, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither neither the Company nor any of its the Company Subsidiaries has distributed stock to another Person, been a “distributing corporation” or has had its stock distributed by another Person during the two-year period ending on the date hereof that was a “controlled corporation” in a distribution intended to be governed in whole or in part by qualify under Section 355 355(a) of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each With the sole exception of the Company’s 2009 tax returns, which the Company represents will be filed before the end of December 2010, the Company and its Subsidiaries has duly have filed in a timely manner all necessary tax returns and timely filed notices and have paid all applicable taxes of whatsoever nature for all tax years ended prior to the date hereof to the extent that such taxes have become due or caused have been alleged to be filed (giving effect due and the Company is not aware of any tax deficiencies or interest or penalties accrued or accruing, or, to all applicable extensions) all material Tax Returns required the best of the Company’s knowledge, alleged to be filed accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect on the condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and the Subsidiaries, on a consolidated basis, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by the Company or its Subsidiaries or the payment of any material tax, governmental charge, penalty, interest or fine against the Company or its Subsidiaries, there are no material actions, suits, proceedings, investigations or claims now threatened or, to the best of its knowledge, pending against the Company which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any of them, such authority and all such Tax Returns are true, correct, and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements withheld from each payment to each of the Company present and its Subsidiaries included (former officers, directors and employees thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or incorporated by reference) in will pay the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid same when due to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, proper tax or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” receiving authority within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to time required under applicable tax or penalties related thereto.legislation;

Taxes and Tax Returns. Except as set forth in Section 2.15 of the Company Disclosure Letter: (a) Each The Company and each of the Company Subsidiaries and its any consolidated, combined, unitary or aggregate group for tax purposes of which the Company or any of the Company Subsidiaries is or has duly and been a member has timely filed filed, or caused to be timely filed (giving effect to all applicable extensions) all material Tax Returns (as hereinafter defined) required to be filed by any of themit, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financial Statements have been established in accordance with generally accepted accounting principles, consistently applied, or which are being contested in good faith. All such Tax Returns are were true, correct, correct and complete in all material respects. . None of the Tax Returns contains any position which is or would be subject to penalties under Section 6662 of the Code (b) All material Taxes or any corresponding provision of state, local or foreign Tax law). There are no claims or assessments pending against the Company or any of the Company Subsidiaries for any alleged deficiency in any Tax, and its Subsidiaries that are due have the Company has not been fully and timely paid notified in writing of any proposed Tax claims or adequate reserves therefor have been made on assessments against the financial statements Company or any of the Company and its Subsidiaries included (other than in each case, claims or incorporated by reference) assessments for which adequate reserves in the Company Reports (including the related notes, where applicableFinancial Statements have been established or which are being contested in good faith or are immaterial in amount). Each Neither the Company nor any of the Company and its Subsidiaries has withheld and paid any waivers or extensions of any applicable statute of limitations to assess any Taxes. There are no outstanding requests by the relevant Governmental Entity Company or any of the Company Subsidiaries for any extension of time within which to file any Tax Return or within which to pay any material amounts of Taxes shown to be due on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) return. No claim has been made in writing to the Company or to any of the Company Subsidiaries in the past three years by any Governmental Entity an authority in a jurisdiction where the Company or any of its the Company Subsidiaries does do not file Tax Returns that the Company or such subsidiary it is or may be subject to taxation by that jurisdiction. (d) There , nor is there any meritorious basis for an investigation or other proceeding that would result in such an assessment. To the best knowledge of the Company, there are no Liens liens for Taxes on any of the assets of the Company or any of its the Company Subsidiaries other than Liens except for statutory liens for current Taxes not yet due and payable. (b) Section 2.15 of the Company Disclosure Letter sets forth (1) the taxable years of the Company and the Company Subsidiaries as to which the respective statutes of limitations have not expired, and (2) with respect to such years, sets forth those years for which examinations have been completed, those years for which examinations are presently being conducted, those years for which examinations have not been initiated, and those years for which Tax Returns have not yet been filed. (c) All material elections with respect to Tax affecting the Company as of the date hereof are set forth in Section 2.15(c) of the Company Disclosure Letter. (d) Neither the Company nor any of the Company Subsidiaries has filed a consent under Section 341(f) of the Code concerning collapsible corporations. Neither the Company nor any of the Company Subsidiaries has made any payments, or is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Sections 162(m) or 280G of the Code or any similar provision of foreign, state or local law. Neither the Company nor any of the Company Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement or arrangement. Except for the group of which the Company is presently the common parent, neither the Company nor any of its Company Subsidiaries has ever been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code. (e) Neither the Company nor any of its Company Subsidiaries has received written notice of assessment or proposed assessment in connection with any (i) a material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or income reportable for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) a period ending after the Closing Date as but attributable to a result of any transaction (ie.g., an installment sale) intercompany transaction occurring in or excess loss account described a change in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction accounting method made for a period ending on or prior to the Closing Date which resulted in a deferred reporting of income from such transaction or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement from such change in accounting method (other than such an agreement a deferred intercompany transaction); or arrangement exclusively between (ii) deferred gain or among the Company and its Subsidiaries)loss arising out of any deferred intercompany transaction. Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) Subsidiary has any liability for the Taxes of any person excess loss account (other than the Company or any of its Subsidiaries) arising from the application of as defined in Treasury regulation Regulation Section 1.1502-6, or 19) with respect to the stock of any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “Subsidiary. No "ownership change” " (within the meaning of Section 382(g) of the Code within Code) has, to the past five yearsCompany's knowledge, occurred prior to the date hereof which currently limits the Company's ability to utilize any net operating loss carryovers under Section 382 of the Code. (kf) As used in For purposes of this Agreement, the term “"Tax” or “Taxes” means all U.S. " shall mean any federal, state and state, local, and foreign taxesor provincial income, fees assessments gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other charges like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "Tax Return" shall mean a similar nature report, return or other information (whether imposed directly including any attached schedules or through withholding)any amendments to such report, return or other information) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including any interestan information return, additions to tax claim for refund, amended return or penalties related theretodeclaration or estimated Tax.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries and each affiliated, combined, consolidated or unitary group of which the Company or any such Subsidiary is or has duly and been a member (a “Company Group”) has timely filed (or has caused to be timely filed (giving effect to all applicable extensionson its behalf) all material Tax Returns required to be filed by any of them, it in the manner prescribed by applicable Laws and all such Tax Returns are were true, correct, complete and complete correct in all material respects. . All Taxes due by the Company and the Subsidiaries and each Company Group (bin each case, whether or not shown or required to be shown on any Tax Return) All material have been timely paid in full. The accruals and reserves for Taxes (rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income) reflected in the most recent financial statements contained in the Company SEC Reports filed prior to the date hereof (rather than any notes thereto) are adequate to cover all unpaid Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on each Company Group for all taxable periods and portions thereof through the date of such financial statements and such reserves for Taxes as adjusted for operations and transactions and the passage of time through the Effective Time in accordance with past custom and practice of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each are adequate to cover all unpaid Taxes of the Company and its Subsidiaries has accruing through the Effective Time. (b) The Company and its Subsidiaries have withheld and paid to the relevant Governmental Entity on a timely basis over all material Taxes required to have been withheld and paid over and complied in all material respects with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid or owing to any personemployee, consultant, creditor, independent contractor or other third party. There are no Encumbrances on any of the assets, rights or properties of the Company or any Subsidiary with respect to Taxes, other than Encumbrances for Taxes not yet due and payable. (c) No audit of the Tax Returns or other examination of the Company, any Subsidiary of the Company or any Company Group is pending or, to the Company’s Knowledge, threatened. No deficiencies have been asserted against the Company or any of its Subsidiaries as a result of examinations by any state, local, federal or foreign Taxing Authority. Each deficiency resulting from any audit or examination relating to Taxes of the Company or any of its Subsidiaries by any Taxing Authority has been paid or is being contested in good faith and in accordance with Law and is reserved for on the Company Balance Sheet in accordance with GAAP. In the last three (3) years, no claim has been made in writing by any a Governmental Entity Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary any of its Subsidiaries, as the case may be, is or may be subject to taxation by Tax in that jurisdiction. (d) There are no Liens for Taxes on . Neither the Company nor any of its Subsidiaries is subject to any private letter ruling of the assets IRS or comparable rulings of other Tax Authorities that will be binding on the Company or any of its Subsidiaries other than Liens for with respect to any period following the Effective Time. Neither the Company nor any of the Subsidiaries has granted any power of attorney that is currently in force with respect to any Taxes not yet due and payableor Tax Returns. (ed) Neither the Company nor any of its Subsidiaries has received written notice requested any extension of assessment or proposed assessment in connection with time within which to file any material amount of Taxes, and there Tax Return which Tax Return has not yet been filed. There are no threatened in writing or pending disputesagreements, claims, audits, examinations, investigationswaivers of statutes of limitations, or other proceedings regarding arrangements providing for extensions of time in respect of the assessment or collection of any unpaid Taxes against the Company or any of its Subsidiaries. (e) The Company and each Subsidiary have disclosed on their federal income Tax returns all material positions taken therein that would reasonably be expected to, if not so disclosed, give rise to a substantial understatement penalty within the meaning of Section 6662 of the Code. Neither the Company nor any Subsidiary has incurred, and no state of affairs exist that would reasonably be expected to result in the Company incurring any penalty under Section 6662(e) of the Code. Neither the Company nor any of its Subsidiaries has been a party to or participated in any way in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (including without limitation, any “listed transaction”) or any confidential corporate Tax shelter within the meaning of Treasury Regulation Section 1.6111-2, nor has any Tax item or any Tax strategy that has been derived from or related to any such transaction been reflected in any Tax Return of the Company and or any of its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedSubsidiaries. (f) Neither the Company nor any of its Subsidiaries will be required to include has been a member of any item affiliated, combined, consolidated or unitary group other than the group of income inwhich the Company is the parent. None of the Company or any of its Subsidiaries has any liability for, or exclude any item of deduction fromindemnification or reimbursement obligation with respect to, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result Taxes of any Person (i) intercompany transaction or excess loss account described in under Treasury regulations promulgated under Regulation Section 1502 of the Code 1.1502-6 (or any corresponding or similar provision of stateunder foreign, local, state or non- U.S. Tax lawlocal Law), (ii) installment sale as transferee or open transaction made on or prior to the Closing Date or successor, (iii) prepaid amount received on by agreement, or prior to the Closing Date. (giv) otherwise. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharingsharing agreement, allocation Tax indemnity obligation or indemnification similar agreement, or practice with respect to Taxes (including any advance pricing agreement, closing agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiariesrelating to Taxes with any Taxing Authority). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (hg) Neither In the last five (5) years, neither the Company nor any of its Subsidiaries has distributed constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock to another Person, that purported or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed qualifying in whole or in part by under Section 355 of the Code. (h) The statutes of limitations for the federal income Tax Returns of the Company and the Subsidiaries (including any Company Group) have expired or otherwise have been closed for all Taxable periods ending on or before February 28, 2005. (i) Neither the Company nor any of its Subsidiaries has engaged agreed to or is required to make any adjustment under Code Section 481(a) or Section 482 (or an analogous provision of state, local or foreign Law) by reason of a change in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) accounting method or otherwise. Neither the Company nor any of its Subsidiaries has undergone an will be required to include in income, or exclude any item of deduction from, Taxable income for any Taxable period (or portion thereof) ending after the Effective Time as a result of any (i) “ownership changeclosing agreement” within as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) intercompany transactions occurring at or prior to the meaning Effective Time or any excess loss account in existence at Effective Time described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of Section 382(gstate, local or foreign income Tax Law); or (iii) of open transaction or installment disposition made on or prior to the Code within the past five yearsEffective Time. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of PPTF and the Company and its Subsidiaries PPTF Subsidiary has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any them on or prior to the date of them, and this Agreement (all such Tax Returns are true, correct, returns being accurate and complete in all material respects. (b) All material and has duly paid or made provisions for the payment of all Taxes of the Company and its Subsidiaries that which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been fully and timely paid or finally determined for which adequate reserves therefor have been made on the financial statements described in Section 4.6(a) of this Agreement, or (ii) Tax Returns or Taxes the Company and its Subsidiaries included (failure to file, pay or incorporated by reference) make provision for, either individually or in the Company Reports aggregate, are not likely, in the reasonable judgment of PPTF, to have a Material Adverse Effect on PPTF. The Tax Returns of PPTF and the PPTF Subsidiary have been examined by the IRS and the corresponding Governmental Entities for state, county and local Taxes and any liability with respect thereto has been satisfied for all years to and including 1994, and either no material deficiencies were asserted as a result of such examination for which PPTF does not have adequate reserves or all such deficiencies were satisfied. There are no material disputes pending, or claims asserted for, Taxes upon PPTF or the PPTF Subsidiary for which PPTF does not have adequate reserves, nor has PPTF or the PPTF Subsidiary given any currently effective waivers extending the statutory period of limitation applicable to any Tax Return for any period. In addition, (including the related notes, where applicable). Each of the Company A) proper and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to accurate amounts have been withheld by PPTF and the PPTF Subsidiary from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on PPTF, (B) Tax Returns which are accurate and complete in all material respects have been filed by PPTF and the PPTF Subsidiary for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on PPTF, (C) the amounts shown on such Tax Returns to be due and payable have been paid in connection with amounts paid full or owing to any person. (c) No claim adequate provision therefor has been made included by PPTF in writing by any Governmental Entity in its consolidated financial statements as of December 31, 1996, except where failure to do so would not have a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. Material Adverse Effect on PPTF and (dD) There there are no Tax Liens upon any property or assets of PPTF or the PPTF Subsidiary except Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which Liens that would not have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made Material Adverse Effect on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries)PPTF. Neither PPTF nor the Company nor any of its Subsidiaries (i) PPTF Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.required

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all All material Tax Returns required to be filed to date by the Company (and any of thempredecessor) have been accurately prepared in all material respects and duly filed, or an extension therefrom has been duly obtained, and all such Tax Returns are true, correct, material Taxes due and complete in all material respects. payable by the Company (band any predecessor) All material have been paid when due. There is no examination or audit for Taxes of the Company and its Subsidiaries that are due have been fully and timely paid (or adequate reserves therefor have been made on the financial statements any predecessor) currently in progress, no written claim, asserted deficiency or assessment for Taxes of the Company and its Subsidiaries included (or incorporated by referenceany predecessor) in has been made, and, to the Knowledge of Company, no such claim, deficiency or assessment has been threatened. No liens or similar encumbrances have been asserted against the Company Reports (including or any predecessor) with respect to the related notes, where applicable)failure to pay any Taxes. Each The Company has not waived any statute of limitations in respect of Taxes or executed or filed with any taxing authority any agreements extending the period for assessment or collection of any Taxes. The unpaid Taxes of the Company for tax periods through June 30, 2006 do not exceed the accruals and its Subsidiaries has reserves for Taxes set forth on the Company’s balance sheet as of June 30, 2006. Proper amounts have been withheld by the Company (and any predecessor) in accordance with Tax withholding provisions of applicable laws and, to the extent required, have been paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries)proper authority. Neither the Company nor any of its Subsidiaries (i) predecessor is or has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of corporations with which the Company was the common parentit has filed (or been required to file) affiliated, consolidated, combined, unitary or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Returns. Neither the Company nor any of its Subsidiaries has distributed stock predecessor is a party to another Personany tax-sharing or tax-allocation agreement, nor does the Company (or any predecessor) owe any amounts under any tax-sharing or tax-allocation agreement, or as transferee or successor or by contract. The Company has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” never been a United States real property holding corporation within the meaning of Section 382(g897(c)(2) of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company GB&T and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all material Tax Returns required to be filed by any it on or before the date of themthis Agreement (except as set forth on Section 3.10(a)(1) of the GB&T Disclosure Schedule, and all such Tax Returns are true, correct, returns being accurate and complete in all material respects. respects and prepared in substantial compliance with all applicable laws and regulations), has paid all Taxes due and owing by such entity (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid whether or adequate reserves therefor have been made not shown on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicablesuch Tax Returns). Each of the Company GB&T and its Subsidiaries has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent, or are being contested in good faith by GB&T or its Subsidiaries as disclosed on Section 3.10(a)(2) of the GB&T Disclosure Schedule, have not been finally determined and have been adequately reserved against. GB&T and its Subsidiaries have withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any person. employee, independent contractor, creditor, stockholder or other third party. Except as set forth on Section 3.10(a)(1) or (ca)(2) No claim has been made in writing of the GB&T Disclosure Schedule, to the knowledge of GB&T and its Subsidiaries, GB&T and its Subsidiaries are not subject to examination, investigation, audit or administrative or judicial proceeding by the Internal Revenue Service ("IRS") or any Governmental Entity in a jurisdiction foreign, state or local taxing authority (including jurisdictions where the Company GB&T and/or its Subsidiaries have not filed Tax Returns) and have not received any notice indicating an intent to open such audit, investigation, review or proceeding. There are no material disputes pending, or claims asserted, for Taxes or assessments upon GB&T or any of its Subsidiaries for which GB&T does not file Tax Returns have adequately disclosed reserves that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or sufficient under GAAP. Neither GB&T nor any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) currently is the beneficiary of any extension of time within which to file any Tax Return. Neither the Company GB&T nor any of its Subsidiaries has received written notice waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) deficiency. Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company GB&T nor any of its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company GB&T and its Subsidiaries). Neither Within the Company past five years, neither GB&T nor any of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355(a) of the Code. Neither GB&T nor any of its Subsidiaries is required to include in income, in any Taxable period after the date hereof, any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GB&T or any of its Subsidiaries. Neither GB&T nor any of its Subsidiaries is required to include in, or exclude any item of deduction from, taxable income for any taxable period (ior portion thereof) ending after the date hereof as a result of any "closing agreement" as described in Section 7121 of the Code, intercompany transactions or excess loss account described in the Treasury Regulations under Section 1502 of the Code or installment sale or open transaction disposition made prior to the date hereof. Neither GB&T nor any of its Subsidiaries has participated in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(1) or acted as a material advisor within the meaning of Section 6111(b) of the Code with respect to any reportable transaction. No power of attorney has been granted by GB&T or any of its Subsidiaries with respect to any matter relating to Taxes, except as disclosed on Schedule 3.10(a)(3) of the GB&T Disclosure Schedule. Neither GB&T nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law). GB&T and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that are reasonably likely to give rise to a "substantial understatement" of federal income Tax within the meaning of Section 6662 of the Code. Since September 30, 2000, no claim has ever been made by an authority in a jurisdiction where GB&T or any of its Subsidiaries does not file Tax Returns that GB&T or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. To the knowledge of GB&T and its Subsidiaries, there are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of GB&T or any of its Subsidiaries and there are no such Liens that are pending. Neither GB&T nor any of its Subsidiaries has directly or indirectly owned an interest in a real estate investment trust or any legal entity whose purpose is to hold and manage investment securities. Neither GB&T nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is GB&T. Neither GB&T nor any of its Subsidiaries has issued or assumed any corporate acquisition indebtedness (within the Company was meaning of Section 279(b) of the common parentCode), or any obligation described in Section 279(a)(2) of the Code. Except as disclosed on Section 3.10(a)(4) of the GB&T Disclosure Schedule, neither GB&T nor any of its Subsidiaries owns any direct or indirect interest in an entity that is characterized as a partnership for Tax purposes. No excess loss account (within the meaning of Treasury Regulation Section 1.1502-19) exists with respect to GB&T or its Subsidiaries. GB&T has received the Georgia Department of Revenue's approval letter permitting GB&T and its Subsidiaries to file a consolidated income tax return in Georgia. (b) As used in this Agreement, the term "Tax" or "Taxes" means (i) all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, license, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added, alternative or add-on minimum, estimated and all other taxes, charges, duties, levies or any other governmental charges of any kind whatsoever that may be imposed by a governmental entity, whether disputed or not, together with all penalties and additions to tax and interest thereon and (ii) has any liability for the Taxes of any person described in clause (other than the Company or any of its Subsidiariesi) arising from the application of above under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (ai) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, and complete in all material respects. . Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (b) other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)paid. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where employee, creditor, stockholder, independent contractor or other third party. Neither the Company or nor any of its Subsidiaries does not file has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of and its Subsidiaries other than Liens for Taxes not yet due all years to and payable. (e) including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (iA) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (iiB) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign lawany Law), as a transferee or successor, by contract or otherwise. (h) . Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years, a distributing corporation or a controlled corporation (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the Code)) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (i) . Neither the Company nor any of its Subsidiaries has engaged participated in any “reportable transaction” a listed transaction within the meaning of Treasury Regulation section Section 1.6011-4(b)(14(b). . At no time during the past five (j5) Neither years has the Company nor any of its Subsidiaries has undergone an “ownership change” been a U.S. real property holding corporation within the meaning of Section 382(g897(c)(2) of the Code within the past five yearsCode. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (kii) As used in this Agreementherein, the term “Tax” (A) Tax or “Taxes” Taxes means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax and interest thereon; and (B) Tax Return means any return, declaration, report, claim for refund, or penalties related thereto.information return or statement relating to Taxes,

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, and complete in all material respects. (b) . All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)paid. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company employee, creditor, stockholder, independent contractor or any of its Subsidiaries does not file other third party. The federal income Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of and its Subsidiaries other than Liens for Taxes not yet due all years to and payable. including December 31, 2013 have been examined by the Internal Revenue Service (ethe "IRS") or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have Subsidiaries. There are no Liens for material Taxes (except Taxes not been paid, settled or withdrawn or for which adequate reserves have not been established. (fyet due and payable) Neither on any of the assets of the Company nor or any of its Subsidiaries will be required Subsidiaries. The Company has made available to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result Purchaser true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (i6) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) years. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (iA) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the Company was the common parentCompany) or (iiB) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (h) . Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years or otherwise as part of a "plan (or series of related transactions)" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (i) . Neither the Company nor any of its Subsidiaries has engaged participated in any “reportable a "listed transaction” " within the meaning of Treasury Regulation section 1.6011-4(b)(14(b)(2). . At no time during the past five (j5) Neither years has the Company nor any of its Subsidiaries has undergone an “ownership change” been a United States real property holding corporation within the meaning of Section 382(g897(c)(2) of the Code within the past five yearsCode. (kb) As used in this Agreement, the term “"Tax” " or “"Taxes” " means all U.S. federal, state and state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, fees assessments charges, levies or other charges like assessments, in each case in the nature of a similar nature (whether imposed directly or through withholding)tax, including any interest, together with all penalties and additions to tax or penalties related theretoand interest thereon.

Taxes and Tax Returns. (a) Each Except as may be reflected in Section 4.9 of the Disclosure Schedule, each of the Company and its Subsidiaries has duly filed all federal, state and timely filed or caused to be filed (giving effect to all applicable extensions) all material local Tax Returns (as defined below) required to be filed by any it on or prior to the date of them, and this Agreement (all such Tax Returns are true, correct, being accurate and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely has duly paid or otherwise made adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis provision for all material Taxes required (as defined below) with respect to have been withheld all periods and paid transactions occurring prior to Closing other than Taxes that are not yet due or are being contested in connection good faith (and which are set forth in Section 4.9 of the Disclosure Schedule). Except as may be reflected in Section 4.9 of the Disclosure Schedule, there are no material disputes pending, or claims asserted, for Taxes with amounts paid respect to the Company or owing to any person. (c) No claim of its Subsidiaries, nor has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Federal, state or local income Tax Returns that Return for any period. Except as reflected in Section 4.9 of the Disclosure Schedule, the amounts withheld by the Company or such subsidiary is or may be subject and its Subsidiaries from their employees for all periods ending prior to taxation by that jurisdiction. (d) There the date of this Agreement are in compliance in all material respects with the Tax withholding provisions of applicable Federal, state and local laws. Except as reflected in Section 4.9 of the Disclosure Schedule, there are no Liens for Taxes on Tax liens upon any of the property or assets of the Company or any of its Subsidiaries other than Liens except liens for current Taxes not yet due and payabledue. (eb) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment Except as set forth in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax Section 4.9 of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any Disclosure Schedule: (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the neither Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification sharing agreement or arrangement has any continuing obligations under any prior Tax sharing agreement; and (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the ii) neither Company nor any of its Subsidiaries (i) has been a member of an affiliated group of corporations filing a U.S. federal consolidated federal income Tax Return (other than a group of as to which the Company was not the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (kc) As used in this Agreement, the term “"Tax” " or “"Taxes” " means all U.S. federal, state and state, county, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, and other taxes, fees charges, levies or like assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, together with all penalties and additions to tax and interest thereon, and the term "Tax Return" or penalties related thereto."Tax Returns" means all reports, estimates, declarations of estimated tax, information statements and returns

Taxes and Tax Returns. (a) Each Seller and each of its subsidiaries (referred to for purposes of this Section 4.10, collectively, as the Company and its Subsidiaries has duly and "Companies") have timely filed or caused to be filed (giving effect to in correct form all Filed Tax Returns, each Filed Tax Return has been prepared in material compliance with all applicable extensions) all material Tax Returns required to be filed by any of themlaws and regulations, and all such Filed Tax Returns are true, correct, true and complete accurate in all material respects. The Companies have made available to the Buyer correct and complete copies of all federal income Tax Returns filed with respect to the Companies for taxable periods ended on or after December 31, 1991, and all examination reports, and statements of deficiencies assessed against or agreed to by any of the Companies with respect to such taxable periods. (b) All material The Companies have paid all Taxes required to be paid. (c) No assessment that has not been settled or otherwise resolved has been made with respect to Taxes not shown on the Filed Tax Returns. No deficiency in Taxes or other proposed adjustment that has not been settled or otherwise resolved has been asserted in writing by any taxing authority against any of the Companies nor have any of the Companies consented to any extension of the period for assessment or collection with respect to any Tax. No Tax Return of any of the Companies is now under examination by any applicable taxing authority. There are no liens for Taxes (other than current Taxes not yet due and payable) on any of the assets of any Company. None of the Companies has requested or been granted an extension of the time for filing any Tax Return to a date later than the Effective Time. No claim has ever been made by a taxing authority in a jurisdiction where any of the Companies does not pay Tax or file Tax Returns that such of the Companies is or may be subject to Taxes assessed by that jurisdiction. (d) Adequate provision has been made on Seller's most recent balance sheet for all Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on Companies in respect of all periods through the financial statements date of such balance sheet. (e) None of the Company and its Subsidiaries Companies is a party to or bound by any Tax indemnification, Tax allocation or Tax sharing agreement with any person or entity or has any contractual obligation to indemnify any other person or entity with respect to Taxes. (f) None of the Companies has filed or been included (in a combined, consolidated or incorporated by reference) in the Company Reports unitary income Tax Return (including the related notes, where applicable). Each any consolidated federal income Tax Return) other than one of which one of the Company and its Subsidiaries Companies was the parent. (g) None of the Companies has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that will not be deductible under Code Section 280G. (h) None of the Companies has made or is affected by any elections under Code Sections 108(b)(5), 338(g), or 565, or Treasury Regulation Sections 1.1502-20(g) or 1.1502-32(f)(2). (i) The Companies have withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesemployee, and there are no threatened in writing or pending disputescreditor, claims, audits, examinations, investigations, independent contractor or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedthird party. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to including all applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by any of themit, and all such Tax Returns are true, correct, correct and complete in all material respects. . Neither Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (b) other than extensions to file Tax Returns automatically obtained in the ordinary course). All income and other material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)paid. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. employee, creditor, shareholder, independent contractor or other third party. Neither Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. In the last six (c6) No years, no written claim has been made in writing by any a Governmental Entity in a jurisdiction where the in which Company or any of its Subsidiaries (as applicable) does not file Tax Returns that the Company or such subsidiary Subsidiary (as applicable) is or may be subject to taxation by by, or required to file Tax Returns in, that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) . Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Subsidiaries. Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its SubsidiariesSubsidiaries or pursuant to agreements which both (1) were not primarily related to Taxes and (2) were entered into in the ordinary course of business consistent with past practice). Neither the Since January 1, 2016, neither Company nor any of its Subsidiaries (iA) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which the was Company was the common parentor any of its Subsidiaries) or (iiB) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of under Treasury regulation Regulation Section 1.1502-6, 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. otherwise (hother than pursuant to agreements which both (1) were not primarily related to Taxes and (2) were entered into in the ordinary course of business consistent with past practice). Neither the Company nor any of its Subsidiaries has distributed been, within the past two (2) years a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to another Person, or has had its stock distributed by another Person during the twoqualify for tax-year period ending on the date hereof that was intended to be governed in whole or in part by free treatment under Section 355 of the Code. (i) . Neither the Company nor any of its Subsidiaries has engaged participated in any a “reportable listed transaction” within the meaning of Treasury Regulation section Section 1.6011-4(b)(1). . No private letter rulings, closing agreements, technical advice memoranda or similar agreements or rulings have been entered into with or issued by any Governmental Entity within the three (j3) year period immediately preceding the date of this Agreement with respect to Company or any of its Subsidiaries that would bind Company or any of its Subsidiaries in any taxable period (or portion thereof) after the Closing Date. Neither the Company nor any of its Subsidiaries owns any “bank owned life insurance” policies or “company owned life insurance” policies for which any death benefit payments would be subject to U.S. federal income taxation. Neither Company nor any of its Subsidiaries has undergone an elected to defer any “ownership changeapplicable employment taxes” within the meaning of (as defined in Section 382(g2302(d)(1) of the Code within Coronavirus Aid, Relief, and Economic Security (CARES) Act (the past five years. “CARES Act”)) pursuant to Section 2302 of the CARES Act. Nothing in this Section 3.10 or otherwise in this Agreement shall be construed as a representation or warranty with respect to the amount, value or availability in any Tax period (kor portion thereof) As used beginning after the Closing Date of any net operating loss, capital loss, Tax credit, Tax basis or other Tax asset or attribute of Company or any of its Subsidiaries. It is agreed and understood that no representation or warranty is made by Company, any of its Subsidiaries or its Affiliates in respect of Tax matters in any section of this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state other than this Section 3.10 and local, and foreign taxes, fees assessments or other charges relevant parts of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoSection 3.11.

Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed all tax returns required by Applicable Law including all information returns, schedules, forms or caused to be filed other certificates (giving effect to all applicable extensions) all material the "Tax Returns required to be filed by any of themReturns"), and all each such Tax Returns are Return as amended (if amended prior to November 27, 1997) is true, correctaccurate and complete. The Company and each of its Subsidiaries has paid in full all Taxes for the period covered by such Tax Returns. All Taxes for the period ending on the Closing Date and which are not yet due and payable will have been withheld or reserved for on the Books and Records of the Company and its Subsidiaries, and complete in all material respectsaccordance with GAAP on a consistent basis, or, to the extent that they relate to periods on or prior to the date of the Company Audited Balance Sheet, are reflected as a liability thereon. (b) All material Taxes of the The Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements each of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has complied with the requirements of all Applicable Law relating to the payment and withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Section 1441 and 1442 of the Code, or similar provisions under any foreign Applicable Law) and have, within the time and in the manner prescribed by Applicable Law, withheld from employee wages and paid over, in a timely manner, to the proper taxing authorities all amounts required to be so withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any personover under Applicable Law. (c) No claim deficiency for any Taxes has been made in writing by any Governmental Entity in a jurisdiction where asserted or assessed against the Company or any of its Subsidiaries does that has not file Tax Returns that been resolved and paid in full or fully reserved for and identified on the Company Audited Balance Sheet and, no deficiency for any Taxes has been proposed in writing to the Company or is otherwise known to the Company that has not been fully reserved for and identified on the Company Audited Balance Sheet. Neither the Company nor any of its Subsidiaries has received any outstanding and unresolved notices from the IRS or any other taxing authority of any proposed examination or of any proposed change in reported information relating to the Company or any such subsidiary Subsidiary. Except as set forth in SCHEDULE 3.14 (which sets forth the nature of the proceeding, the type of Tax Return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Action or audit or similar foreign proceedings is pending with regard to any of the Company's or may be subject to taxation by that jurisdictionany of its Subsidiaries' Taxes or Tax Returns. (d) No waiver or comparable consent given by the Company or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the Knowledge of KAS, is any request for any such waiver or consent pending. (e) There are no Liens liens or encumbrances of any kind for Taxes on upon any of the assets or properties of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required has requested any extension of time within which to include file any item of income inTax Return, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. which Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing DateReturn has not since been filed. (g) Neither the The Company nor any and certain of its Subsidiaries is are a party to or is bound by any Tax sharingan agreement dated December 15, 1992 providing for the allocation or indemnification agreement sharing of Taxes (the "Tax Sharing Agreement") and no other arrangements, whether or arrangement (other than such an agreement not in writing exist concerning the sharing of tax cost or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwisebenefits. (h) Neither of the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by made any election under Section 355 341(f) of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged agreed to make, nor is any of them required to make, any adjustment under Section 481(a) of the Code for any period ending after the Closing Date by reason of a change in accounting method or otherwise and neither the Company nor any “reportable transaction” within of its Subsidiaries has any knowledge that the meaning of Treasury Regulation section 1.6011-4(b)(1)IRS has proposed such adjustment or change in accounting method. (j) None of the assets of the Company or any of its Subsidiaries is required to be treated as owned by any other person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Code. (k) Neither the Company nor any of its Subsidiaries is a party to any venture, partnership, contract, agreement, understanding or arrangement under which it could be treated as a partner for federal income tax purposes. (l) Other than in respect of a period for which a Tax is not yet due, no state of facts exists or has undergone an “ownership change” existed that would constitute grounds for the assessment of any Tax liability with respect to a period that has not been audited by any Governmental Authority. (m) Except as provided in SCHEDULE 3.14, no power of attorney has been granted by the Company or any of its Subsidiaries with respect to any matter relating to Taxes that is currently in force. (n) Neither the Company nor any of its Subsidiaries is or has been a United States real property holding company (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (o) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement that would, nor will the execution of and performance of this Agreement, result in the payment of any "excess parachute payment" within the meaning of Section 382(g280G of the Code. (p) All transactions that could give rise to an understatement of federal income tax (within the meaning of Section 6662 of the Code or any predecessor provision thereof) have been adequately disclosed on the Tax Returns required in accordance with Section 6662(d)(2)(B) of the Code within the past five yearsor any predecessor provision thereto. (kq) As used in this Agreement, No election under Code Section 338 (or any predecessor provisions) has been made by or with respect to the term “Tax” Company or “Taxes” means all U.S. federal, state any of its Subsidiaries or any of their respective assets or properties. (r) No indebtedness of the Company or any of its Subsidiaries is "corporate acquisition indebtedness" within the meaning of Code Section 279(b). (s) The additional representations and local, warranties set forth on ATTACHMENT A apply with respect to IBRD-U.K. and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related theretoits Subsidiaries.

Taxes and Tax Returns. (a) Each As used in this Agreement, the terms “Tax” and, collectively, “Taxes” mean any and all federal, state and local taxes of the Company any country, including taxes based upon or measured by gross receipts, income, profits, sales, use and its Subsidiaries occupation, and value added, ad valorem, stamp transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity; (b) Target has duly prepared and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns returns, estimates, information statements and reports required to be filed by with any of them, taxing authority (“Returns”) relating to any and all Taxes concerning or attributable to Target or its operations with respect to Taxes for any period ending on or before the Closing Date and such Tax Returns are true, correct, true and complete in all material respects. (b) All material Taxes of the Company correct and its Subsidiaries that are due have been fully completed in accordance with applicable law. All Taxes due and timely paid owing (whether or adequate reserves therefor not shown on any Return) have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person.when due; (c) No claim As of the Agreement Date Target has, and as of the Closing Date Target will have, (i) timely withheld from its employees, independent contractors, customers, stockholders, and other Persons from whom it is required to withhold Taxes in compliance with all applicable law, and (ii) timely paid all amounts so withheld to the appropriate Governmental Entity or taxing authority; (d) During the period of all unexpired applicable statutes of limitations, Target has not been made delinquent in the payment of any Tax. There is no Tax deficiency outstanding or assessed or proposed against Target that is not reflected as a liability on the Target Financial Statements, nor has Target executed any agreements or waivers extending any statute of limitations on or extending the period for the assessment or collection of any Tax; (e) Target does not have any liabilities for unpaid Taxes that have not been accrued for or reserved on the Target Balance Sheet, whether asserted or unasserted, contingent or otherwise and Target has no Knowledge of any basis for the assertion of any such liability attributable to Target, its assets or operations; (f) Target is not a party to any tax-sharing agreement or similar arrangement with any other party, and Target has not assumed any obligation to pay any Tax obligations of, or with respect to any transaction relating to, any other Person or agreed to indemnify any other Person with respect to any Tax; (g) Target’s Returns have never been audited by a government or taxing authority, nor is any such audit in process or pending, and Target has not been notified in writing by any Governmental Entity government or taxing authority of any request for such an audit or other examination; (h) Target has never been a member of an affiliated group of corporations filing a consolidated federal income tax return; (i) Target has made available to Acquiror copies of all material Returns filed for the three fiscal years prior to the Agreement Date; (j) Target has never been a United States Real Property Holding Corporation within the meaning of Section 897(c)(2) of the Code; (k) Target has not constituted either a “distributing corporation” or a “controlled corporation” in a jurisdiction where distribution of stock qualifying for tax-free treatment under Section 355 of the Company Code (i) in the two years prior to the Agreement Date or any (ii) in a distribution which could otherwise constitute part of its Subsidiaries does not file Tax Returns that a “plan” or “series of related transactions” (within the Company or such subsidiary is or may be subject to taxation by that jurisdiction.meaning of Section 355(e) of the Code) in conjunction with the Closing; (dl) Target has not agreed to make, nor is required to make, any adjustment under Section 481 of the Code or corresponding provision of state, local or foreign law by reason of any change in accounting method; (m) Target has complied with applicable information reporting and record maintenance requirements of Sections 6038, 6038A and 6038B of the Code and the regulations thereunder; (n) Target has never been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes; (o) There are (and immediately following the Closing there will be) no Liens for Taxes liens or encumbrances on any of the assets of the Company Target relating to or any of its Subsidiaries attributable to Taxes, other than Liens liens for Taxes not yet due and payable.; (ep) Neither Target has neither requested nor received any private letter ruling from the Company nor Internal Revenue Service or comparable rulings from any other government or taxing agency (domestic or foreign); (q) No power of its Subsidiaries attorney with respect to Taxes has received written notice of assessment or proposed assessment in connection been granted with respect to Target; (r) Target has not distributed any material amount of Taxescash to any stockholder prior to the Closing Date for any reason, and there are no threatened in writing or pending disputesincluding as a dividend, claims, audits, examinations, investigationsrepurchase, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established.redemption; (fs) Neither No claim has been made by a taxing authority (domestic or foreign) in a jurisdiction where Target does not file Returns to the Company nor any of its Subsidiaries effect that Target may be subject to Tax by that jurisdiction; (t) Target will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year period (or portion thereof) ending after the Closing Date as a result of any: (A) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iB) intercompany transaction transactions or any excess loss account described in Treasury regulations promulgated Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, local or non- U.S. foreign income Tax law), ; (iiC) installment sale or open transaction disposition made on or prior to the Closing Date Date; or (iiiD) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.; and

Taxes and Tax Returns. Except as set forth in Section 2.9 of the Seller Disclosure Schedule: (a) Each (i) The Company has filed on a timely basis all returns, forms, declarations, information returns or statements and reports in respect of Taxes ("TAX RETURNS") for which the Company and its Subsidiaries has duly and timely filed or caused was liable, taking into account all validly obtained extensions to be filed (giving effect to all applicable extensions) all material file such Tax Returns required to be filed by any of themReturns, and all such Tax Returns are true, correct, correct and complete in all material respects. ; (bii) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and be paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that for which the Company or was liable that were due and payable prior to the date hereof have been paid, and the most recent Financial Statements reflect adequate reserves in accordance with GAAP for all Taxes accrued but not yet payable by the Company for all taxable periods and portions thereof through the date of such subsidiary is or may be subject to taxation by that jurisdiction. Financial Statements; (diii) There there are no Liens for Taxes on any of actual, pending or, to the assets knowledge of the Company or any of its Subsidiaries other than Liens Seller, threatened federal, state, local or foreign audits, claims, proceedings, litigations or investigations relating to Taxes for Taxes not yet due and payable. (e) Neither which the Company nor may become liable; (iv) no deficiencies for any Taxes have been asserted or assessed against the Company that have not been resolved or paid in full; (v) the Company has not executed any waivers or extensions of its Subsidiaries has received written notice any applicable statute of assessment or proposed assessment in connection with limitations to assess any material amount of Taxes, and ; (vi) there are no threatened private letter rulings in writing respect of any Taxes pending between the Company or pending disputes, claims, audits, examinations, investigations, Seller and any taxing authority regarding the Company; (vii) all material elections with respect to Taxes made by the Company or other proceedings regarding any material Tax by Seller on behalf of the Company and its Subsidiaries or the assets as of the Company date hereof are set forth in Section 2.9 of the Seller Disclosure Schedule and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (fviii) Neither the Company nor is not a party to any of its Subsidiaries will joint venture, partnership or other arrangement which could be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date treated as a result partnership for federal income tax purposes. "TAXES" means all federal, state, local or foreign income, gross receipts, transfer, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, withholding, unemployment, payroll, occupation, premium, environmental (including taxes under 459A of the code), customs duties, capital stock, profits, social security, disability, estimated, alternative or add-on minimum tax or similar taxes of any (i) intercompany transaction kind, including any interest, additions or excess loss account described penalties with respect thereto and any interest in respect of such additions or penalties and includes any liability for Taxes, as defined above, imposed pursuant to Treasury regulations promulgated under Section 1502 of the Code (Regulation ss.1.1502-6 or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each Sterling has previously delivered or made available to Roma copies of the Company federal, state and its local income tax returns of Sterling, Sterling Bank and the Sterling Subsidiaries (hereinafter Sterling, Sterling Bank and the Sterling Subsidiaries are sometimes referred to collectively as the “Sterling Group”) for the years 2008, 2007 and 2006 and all schedules and exhibits thereto, and none of Sterling, Sterling Bank or any Sterling Subsidiary has received any written notice that such returns have been examined by the Internal Revenue Service or any other taxing authority. Sterling, Sterling Bank and the Sterling Subsidiaries have duly and timely filed or caused to be filed (giving effect taking into account any valid extensions of time for filing) and, with respect to tax returns due (taking into account any valid extensions of time for filing) between the date hereof and the Effective Time of the Merger, will timely file (taking into account any valid extensions of time for filing) in correct form all applicable extensions) all material Tax Returns federal, state and local information returns and tax returns required to be filed by Sterling, Sterling Bank or any of themSterling Subsidiary, and Sterling, Sterling Bank and each Sterling Subsidiary have duly paid or made adequate provisions for the payment of all such Tax Returns are true, correct, taxes and complete in all material respects. (b) All material Taxes of the Company and its Subsidiaries other governmental charges relating to taxes that are due have been fully and timely paid owing by Sterling, Sterling Bank or adequate reserves therefor have been made on the financial statements any Sterling Subsidiary to any federal, state or local taxing authorities, whether or not reflected in such returns (including, without limitation, those due and owing in respect of the Company properties, income, business, capital stock, deposits, franchises, licenses, sales and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notespayrolls of Sterling, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company Sterling Bank or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries Sterling Subsidiary), other than Liens for Taxes taxes and other charges that (i) are being contested in good faith or (ii) have not been finally determined. All taxes not yet due and payable. payable by, or with respect to the income, assets, properties, activities or operations of, the Sterling Group, (ei) Neither did not, as of December 31, 2009, exceed the Company nor any reserve for such tax liabilities (excluding deferred taxes established to reflect timing differences between book and tax income) set forth on the face of its Subsidiaries has received written notice the Financial Statements of assessment or proposed assessment in connection with any material amount of TaxesSterling, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax (ii) do not exceed that reserve as adjusted for the passage of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after time through the Closing Date as a result in accordance with the past custom and practice in filing tax returns relating to such taxes. None of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (Sterling, Sterling Bank or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) Sterling Subsidiary has ever been a member of an affiliated any consolidated, combined or unitary group filing a consolidated federal income Tax Return of corporations (other than a group of which the Company Sterling was the common parent) or (ii) has any liability for the Taxes which it could be liable for taxes of any other person (other than the Company or any of its Subsidiaries) arising from the application of pursuant to Treasury regulation Regulations Section 1.1502-6, 6 (or any similar provision of state, local or foreign tax law, as a transferee or successor, by contract or otherwise). (hb) Neither the Company nor None of Sterling, Sterling Bank or any Sterling Subsidiary has granted any waiver of its Subsidiaries has distributed stock to another Personany statute of limitations with respect to, or any extension of a period for the assessment of, any taxes, or is subject to a power of attorney with respect to any tax matters that would have continuing effect after the Closing Date. (c) Except as set forth on Sterling Schedule 3.11(c), none of Sterling, Sterling Bank or any Sterling Subsidiary has had its stock distributed made any payment, is obligated to make any payment or is a party to any contract, agreement or other arrangement that could obligate it to make any payment that would be exceed the amounts that are eligible to be a deduction under Section 280G or 162(m) of the Code. The Employment Agreement entered into by another Person during Sterling Bank with Xxxxxx X. Xxxx has been amended as necessary prior to the two-year execution of this Agreement, effective as of the Effective Time of the Merger, as set forth in the Addendum to Employment Agreement attached as Exhibit D. (d) The amount of Sterling’s taxable income for the period ending on the date hereof ended December 31, 2009, that was intended eligible to be governed offset by “pre-change losses” was not subject to the “Section 382 limitation” within the meaning of and as provided in whole or in part by Section 355 382(a) of the Code. (i) Neither Proper and accurate amounts have been withheld by Sterling, Sterling Bank and the Company nor any Sterling Subsidiaries from their employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. applicable federal, state and locallocal laws and regulations, and foreign taxesproper due diligence steps have been taken in connection with back-up withholding; (ii) federal, fees assessments state and local returns have been filed by Sterling, Sterling Bank and the Sterling Subsidiaries for all prior periods for which returns were due with respect to withholding, Social Security and unemployment taxes or other charges due to any federal, state or local taxing authority; and (iii) the amounts shown on such returns to be due and payable have been paid in full or adequate provision therefor has been included by Sterling in the Financial Statements of a similar nature Sterling. (whether imposed directly f) None of Sterling, Sterling Bank or through withholding)any Sterling Subsidiary has received any written notice that an audit or examination of any of its taxes or tax returns is pending. (g) None of Sterling, including Sterling Bank or any interestSterling Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the Code, additions no such adjustment has been proposed by the Internal Revenue Service and no pending request for permission to tax change any accounting method has been submitted by Sterling, Sterling Bank or penalties related theretoany Sterling Subsidiary.

Taxes and Tax Returns. (ai) Each (A) the Seller and the Company have duly filed all Tax Returns which are required by law to be filed by them; (B) the Company and the Seller, in relation to CSG and the operation of the Business and the Assets, have duly paid all Taxes due from them (whether or not shown on any Tax Return), and there are no assessments or claims for payment of Taxes now pending or, to the best knowledge of the Seller and the Company, threatened, nor is there any audit of the records of the Company or the Seller, in relation to CSG and operation of the Business and the Assets, being made or, to the best knowledge of the Company and its Subsidiaries has duly the Seller, threatened by any taxing authority; (C) to the best knowledge of the Company, there are no facts or circumstances which could reasonably be expected to constitute a valid basis for assessments or claims for the payment of additional Taxes with respect to such Tax Returns; (D) each Tax Return of the Company and timely filed the Seller, in relation to CSG and the operation of the Business and the Assets, previously filed, or caused to be filed in the future relating to any period up to the date of Closing, is or will be (giving effect to all applicable extensionsas the case may be) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, correct and complete in all material respects. ; and (bE) All material the Company and the Seller, in relation to CSG and the operation of the Business and the Assets, are not currently the beneficiary of any extension of time within which to file any Tax Return. The amounts set up as provisions for Taxes, if any, on the pro forma September 30, 1995 and December 8, 1995 balance sheets of the Company included in the Financial Statements and Interim Balance Sheet are sufficient for the payment of all unpaid Taxes of the Company accrued for or applicable to the periods ended on such date and its Subsidiaries that are due all years and periods prior thereto and for which the Company or the Seller in relation to CSG and operation of the Business and the Assets, at those dates, may have been fully or is liable. The Company and timely paid or adequate reserves therefor have been made on the financial statements Seller, in relation to CSG and the operation of the Company Business and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notesAssets, where applicable). Each of the Company and its Subsidiaries has have properly withheld and paid paid, or accrued for payment, when due, to the relevant Governmental Entity on a timely basis appropriate state and/or federal authorities, all material Taxes sales and use taxes, if any, and all amounts required to have been be withheld from payments made to its employees, independent contractors, creditors, stockholders, shareholders or other third parties and has also paid in connection with amounts paid or owing to any personall employment taxes as required under applicable laws. (cii) No claim has been made The Company and the Seller, in writing relation to CSG, the Business and the operation of the Assets, have not waived any statute of limitation in respect of any Taxes or assessments by any Governmental Entity federal, state, county, local, foreign or other taxing jurisdiction or agreed to any extension of time with respect to an assessment or deficiency in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdictionTax. (diii) There are no Liens for Taxes on The Company has not made any payments, and is not obligated to make any payments, nor is the Company a party to any agreement that under any circumstances could obligate it to make any payments, that would not be deductible under Section 280G of the assets Code. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code. The Company is not a party to any tax allocation or any of its Subsidiaries other than Liens for Taxes not yet due and payabletax sharing agreement. (eiv) Neither the The Company nor any of its Subsidiaries (A) is not and never has received written notice of assessment been required to file a consolidated or proposed assessment in connection combined state or federal income Tax Return with any material amount other person or entity and (B) is not liable for the Taxes of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedperson under Treas. Reg. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code 1. 1502-6 (or any corresponding or similar provision of state, local, or non- U.S. Tax foreign law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (hv) There are no Tax Liens (other than any Lien for current Taxes not yet due and payable) on any of the Assets. Neither the Company nor Holdco has or will become liable for any Taxes of its Subsidiaries has distributed stock to another PersonCSG, the Seller or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole any present or in part by Section 355 former Affiliate of Seller as a result of the Codeconsummation of the transactions contemplated by this Agreement. (ivi) Neither Seller shall treat the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) transfer of the Code within the past five yearsAssets described in Section 1.1 hereof as a taxable transaction for federal and state income tax purposes. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed (or has caused to be timely filed (giving effect on its behalf), after taking into account any permitted extension of time within which to all applicable extensions) file, all material Tax Returns required to be filed by any of them, and all it. All such Tax Returns are true, correct, complete and complete accurate in all material respects. . In the last five (b5) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid or adequate reserves therefor have been made on the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notesyears, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No no written claim has been made in writing by any a Tax authority or other Governmental Entity Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary it is or may be subject to material taxation by that jurisdiction. A list of (i) all of the states, territories and jurisdictions in which material Tax Returns with respect to the Company were filed for the past three taxable years and (ii) all elections made under Treasury Regulation Section 301.7701-3 for the Company are set forth on Section 3.12(a) of the Company Disclosure Letter. True, complete and correct copies of all such Tax Returns have been made available to Parent. No other material elections for Tax purposes (including entity classification elections) have been made with respect to the Company that are in force or by which the Company is bound. (b) Each of the Company and its Subsidiaries has timely paid (or has caused to be timely paid on its behalf) all material Taxes required to have been paid by it (whether or not shown on any Tax Returns), except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. (c) The most recent financial statements contained in the Company SEC Reports reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all unpaid Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements in accordance with GAAP. (d) No Tax Return of the Company or any of its Subsidiaries is, or with respect to any income Tax Returns has been within the last six (6) years, under audit or examination by any Tax authority or other Governmental Authority, and no written notice has been received by the Company or any of its Subsidiaries that any audit, examination or similar proceeding is pending, proposed or asserted with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries. There is no deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any material amount of Taxes with respect to the Company or any of its Subsidiaries. Each deficiency resulting from any completed audit or examination relating to Taxes by any Tax authority or other Governmental Authority has been timely paid or is being contested in good faith and has been reserved for on the Company Financial Statements. There is no currently effective agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes of the Company or any of its Subsidiaries, nor has any request been made for any such extension, and no currently effective power of attorney (other than powers of attorney authorizing employees of the Company or any of its Subsidiaries to act on behalf of the Company or any of its Subsidiaries) with respect to any Taxes has been executed or filed with any Tax authority or other Governmental Authority. No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign Law) has been entered into by or with respect to the Company or any of its Subsidiaries (other than any closing agreement having effect solely in taxable years as to which the applicable statute of limitations has expired). (e) There are no Liens Encumbrances for Taxes on any of upon the assets of the Company or any of its Subsidiaries (other than Liens with respect to Encumbrances for Taxes (i) not yet due and payable. payable or (eii) Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment being contested in connection with any material amount of Taxes, good faith and there are no threatened in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedestablished in accordance with GAAP on the Company Financial Statements). (f) Neither the The Company nor any and each of its Subsidiaries will be required have complied in all material respects with all Laws relating to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result payment and withholding of any material amount of Taxes (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 including withholding of Taxes pursuant to Sections 1441, 1442, 3121 and 3402 of the Code (or and similar provisions under any corresponding or similar provision of federal, state, locallocal or foreign Tax Laws) and have, or non- U.S. Tax law)with the time and in the manner prescribed by Law, (ii) installment sale or open transaction made on or prior withheld from and paid over to the Closing Date or (iii) prepaid amount received on or prior proper Governmental Authorities all material amounts required to the Closing Datebe so withheld and paid over under applicable Laws. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by has any Tax sharing, allocation or indemnification agreement or arrangement liability for the Taxes of any other Person (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company was the common parentCompany). (h) There are no Tax sharing agreements or similar arrangements (iiincluding indemnity arrangements) has any liability for the Taxes of any person (other than with respect to or involving the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwiseSubsidiaries that are currently effective. (hi) In the last five (5) years, neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock to which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) applied or was intended to apply. (j) The Company has not been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (k) Neither the Company nor any of its Subsidiaries has distributed stock to another Personparticipated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Since March 30, or 2010, neither the Company nor any of its Subsidiaries has had its stock distributed by another Person during participated in a transaction lacking economic substance (within the two-year period ending on the date hereof that was intended to be governed in whole or in part by meaning of Section 355 7701(o) of the Code) or failing to meet the requirements of any similar rule of Law. (il) No “ownership change” (as described in Section 382(g) of the Code) has occurred, or is expected to occur prior to the Effective Time, that would have the effect of limiting the use of “pre-change tax losses” (as described in Section 382(d) of the Code) of the Company and its Subsidiaries following the Effective Time. (m) Neither the Company nor any of its Subsidiaries has engaged will be required to include amounts in income, or exclude items of deduction, in a taxable period beginning after the Effective Time as a result of (i) an open transaction, (ii) a prepaid amount, (iii) the installment method of accounting, (iv) the long-term contract method of accounting, (v) Section 481 of the Code, (vi) an excess loss account, (vii) an election under Section 108(i) of the Code, or (viii) any “reportable transaction” within the meaning comparable provisions of Treasury Regulation section 1.6011-4(b)(1)state, local or foreign Tax Law. (jn) Neither The Company has no outstanding material deferred intercompany gain or loss under United States federal income tax Law or under any comparable provision of state, local or foreign Law. (o) As of the date of this Agreement, the Company nor is not aware of any of its Subsidiaries has undergone an fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “ownership changereorganization” within the meaning of Section 382(g368(a) of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company A. IBG and its Subsidiaries has each IBG Subsidiary have duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns U.S. federal, state, foreign and local tax returns and reports required to be filed by any them on or before the date of them, and this Agreement (all such Tax Returns are true, correct, returns and reports being accurate and complete in all material respects. (b) All and have duly paid or caused to be paid on their behalf all material Taxes of the Company and its Subsidiaries taxes that are due have been fully and timely paid payable by them on or adequate reserves therefor have been made before the date of this Agreement, other than taxes that are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) on their respective financial statements. As of the date hereof, neither IBG nor any IBG Subsidiary has any material liability for taxes in excess of the amount reserved or provided for on their respective financial statements as of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any persondate thereof. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary is or may be subject to taxation by that jurisdiction. (d) B. There are no Liens for Taxes on any of the assets of the Company disputes pending with respect to, or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (e) Neither the Company nor any of its Subsidiaries has received written notice of assessment claims or proposed assessment assessments asserted in connection with writing for, any material amount of Taxestaxes upon IBG or any IBG Subsidiary, and there are no threatened nor has IBG or any IBG Subsidiary given or been requested in writing or pending disputesto give any currently effective waivers extending the statutory period of limitation applicable to any material tax return for any period. C. Proper and accurate amounts, claimsif required by law, auditshave been withheld by IBG and each IBG Subsidiary from their respective employees, examinationsindependent contractors, investigationscreditors, shareholders or other proceedings regarding any third parties for all periods in material Tax compliance with the tax withholding provisions of applicable law. D. Except as set forth on Confidential Schedule 4.13, the Company U.S. federal income tax returns of IBG and its Subsidiaries each IBG Subsidiary with respect to all taxable periods beginning on or the assets of the Company and its Subsidiaries which after December 31, 2012 have not been paidaudited or examined and no such audit is currently pending or, settled or withdrawn or for which adequate reserves have not been establishedto the Best Knowledge of IBG, threatened. (f) Neither E. IBG has delivered or made available to CBI correct and complete copies of all material U.S. federal income tax returns filed by IBG with the Company nor IRS, examination reports, and statements of deficiencies assessed against or agreed to by IBG or any of its Subsidiaries will be required IBG Subsidiary, if any, in each case with respect to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made period beginning on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Dateafter December 31, 2013. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or (ii) has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code within the past five years. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material All Tax Returns required to be filed by or with respect to Parent or any of them, and its subsidiaries for all Taxable Periods have been timely filed. All such Tax Returns (i) were prepared in the manner required by applicable law, (ii) are true, correct, correct and complete in all material respects, and (iii) accurately reflect the material liability for Taxes of Parent and each of its subsidiaries. All Taxes shown to be payable on such Tax Returns, and all assessments of Tax made against Parent with respect to such Tax Returns, have been paid when due. No adjustment relating to any such Tax Return has been proposed in writing by any taxing authority and no basis exists for any such adjustment. (b) All material Taxes of the Company and its Subsidiaries that are due have been fully and timely paid Parent has made (or adequate reserves therefor have there has been made on the financial statements of the Company and its Subsidiaries included (or incorporated by referencebehalf) in the Company Reports (including the related notes, where applicable). Each of the Company and its Subsidiaries has withheld and paid all required current estimated Tax payments sufficient to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to avoid any personunderpayment penalties. (c) Parent has (i) timely paid or caused to be paid all Taxes that are or were due, whether or not shown (or required to be shown) on a Tax Return and (ii) provided a sufficient reserve, as of the date thereof, for the payment of all accrued Taxes not yet due and payable (without regard to deferred Tax assets and liabilities) (the "Tax Reserve") on the balance sheet included in Parent Financial Statements for the Taxable Period ended September 30, 1998. There are no material Taxes that would be due if asserted by a taxing authority, except with respect to which Parent is maintaining adequate reserves. (d) Parent has complied (and until the Closing Date will comply) in all material respects with the provisions of the Code relating to the withholding and payment of Taxes, including, without limitation, the withholding and reporting requirements under Code sections 1441 through 1464, 3401 through 3406, and 6041 through 6049, as well as similar provisions under any other laws, and have, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all amounts required. (e) None of the Tax Returns of Parent has been or is currently being examined by the IRS or relevant state, local or foreign taxing authorities. There are no examinations or other administrative or court proceedings relating to Taxes in progress or pending, nor has Parent received a revenue agent's or similar written report asserting a Tax deficiency. There are no current actions, suits, proceedings, investigations, audits or claims relating to or asserted for Taxes of Parent. (f) No material claim has ever been made in writing by any Governmental Entity taxing authority with respect to Parent in a jurisdiction where the Company or any of its Subsidiaries Parent does not file Tax Returns that the Company or such subsidiary Parent is or may be subject to taxation by that jurisdiction. (d) . There are no Liens for Taxes security interests on any of the assets of the Company Parent that arose in connection with any failure (or alleged failure) to pay any of its Subsidiaries other than Liens Taxes and, except for liens for Taxes that are not yet due and payable, there are no liens for any Tax upon any asset of Parent or any of its subsidiaries. (eg) Neither Parent has made available (or, in the case of Tax Returns filed after the date hereof, will make available at such time and place as Company nor any may request) to Company complete and accurate copies of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxessuch Tax Returns, and there are no threatened amendments thereto, filed by Parent as Company may request. Since the date of the most recent Financial Statement, the Parent has not incurred any liability for Taxes that would result in writing or pending disputes, claims, audits, examinations, investigations, or other proceedings regarding any material Tax the net worth of Parent on the Closing Date to be materially less than the net worth of the Company and its Subsidiaries or on the assets date of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been establishedmost recent financial statement. (fh) Neither Parent is not, or has not been, a party to any agreement relating to allocating or sharing the Company payment of, or liability for, Taxes with respect to any Taxable Period. (i) Parent has not distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997. The stock of Parent has not been distributed in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997. (j) There is no contract, agreement, plan or arrangement covering any person that, individually or collectively, could give rise to, nor will the consummation of the transactions contemplated hereby obligate Parent or Sub to make, the payment of any amount that would not be deductible by Parent by reason of its Subsidiaries will Section 280G of the Code. (k) Parent has not executed any outstanding waivers or comparable consents, that are currently in effect, regarding the application of the statute of limitations with respect to any Taxes or Tax Returns. No extension of time with respect to any date on which a Tax Return was or is to be filed by Parent is in force. Parent has not granted a power of attorney to any person with respect to any Taxable Period that is currently in effect. (l) Parent does not own an interest in a partnership nor could it be treated as a partner in a partnership for U.S. federal income tax purposes. (m) Parent has not been a member of an (i) affiliated group (within the meaning of Section 1504 of the Code) or (ii) affiliated, combined, consolidated, unitary, or similar group for state, local or foreign Tax purposes other than the group of which Parent is the common parent. (n) Parent has not agreed nor is it required to include in income any item of income in, adjustment under either Section 481(a) or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 482 of the Code (or any corresponding or similar an analogous provision of state, local, or non- U.S. foreign law) by reason of a change in accounting method or otherwise. (o) There are no proposed written reassessments of any property owned by Parent or other written proposals that could increase the amount of any Tax law), to which Parent could be subject. (iip) installment sale or open transaction made on or prior to Parent does not have any deferred income reportable for a period ending after the Closing Date or but that is attributable to a transaction (iiie.g., an installment sale) prepaid amount received occurring in a period ending on or prior to the Closing Date. (gq) Neither None of the Company nor any indebtedness of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement Parent constitutes "corporate acquisition indebtedness" (other than such an agreement or arrangement exclusively between or among as defined in Section 279(b) of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parentCode) or (ii) has other indebtedness with respect to which any liability for interest deductions may be disallowed under Section 279 of the Taxes of any person (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, or any similar provision of state, local or foreign law, as a transferee or successor, by contract Code or otherwise. (hr) Neither the Company nor any of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has engaged in any “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone Parent does not have an “ownership change” overall foreign loss within the meaning of Section 382(g) 904 of the Code within the past five yearsCode. (k) As used in this Agreement, the term “Tax” or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties related thereto.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Except as otherwise provided in Schedule 3.22: 3.22.2.1. All Tax Returns in respect of any Pre-Closing Tax Period required to be filed prior to the Closing Date by any of them, Company have been or will be filed in a timely manner and all such Tax Returns are or will be true, correct, complete and complete correct in all material respects. (b) . All material Taxes owed by Company due on or before the Closing Date in respect of the Company and its Subsidiaries that are due any Pre-Closing Tax Period Taxes have been or will be timely and fully and timely paid paid. Except for the income tax returns for the year ended December 31, 2000, Company has not extended the time within which to file any Tax Return the result of which could be any claim against, or adequate reserves therefor have been made on Loss (as hereinafter defined) to, the financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company Reports (including the related notes, where applicable)Company. Each of the Company and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any person. (c) No claim has ever been made in writing by any Governmental Entity an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such subsidiary it is or may be subject to taxation Tax by that jurisdictionjurisdiction or authority. 3.22.2.2. The provision made for Taxes on the Audited Balance Sheet is sufficient for the payment of all Taxes at the date of the Audited Balance Sheet and for all years and periods prior thereto. Since the date of the Audited Balance Sheet, Company has not incurred any Taxes other than Taxes incurred in the ordinary course of business consistent in type and amount with past practices of Company. The charges, accruals and reserves for Taxes due, or accrued but not yet due, relating to Company for any Pre-Closing Tax Period as reflected on the Estimated Closing Balance Sheet and the Final Closing Balance Sheet as an adjustment to Final Net Working Capital are and will be adequate to cover such Taxes. 3.22.2.3. No penalties or other charges are or will become due with respect to the late filing of any Tax Return required to be filed on or before the Closing Date. 3.22.2.4. Other than Liens for nondelinquent ad valorem property taxes arising by operation of law, there are no outstanding Tax Liens on any property or assets of Company, nor have any deficiencies for any Tax liability of Company been proposed, asserted or assessed which remain unpaid at the Closing. 3.22.2.5. With respect to all Tax Returns: (di) there is no action, suit, proceeding, investigation or claim pending or in progress or, to Company's or Sellers' knowledge, threatened regarding any Taxes relating to Company for any Pre-Closing Tax Period, and (ii) no extension of time is in force with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax. 3.22.2.6. Sellers have delivered to Purchaser correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of Company since January 1, 1996. 3.22.2.7. There are no Liens for Taxes on any audits of the assets Tax Returns of the Company or any of its Subsidiaries other than Liens for Taxes not yet due and payablepending. (e) Neither the 3.22.2.8. Company has not agreed to, nor is it required to make, any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxesadjustment under Section 263A, and there are no threatened in writing or pending disputes, claims, audits, examinations, investigationsSection 481, or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 482 of the Code (or any corresponding or similar provision of state, locallocal or foreign law) by reason of a change in accounting method or otherwise that could result in a claim against, or non- U.S. Tax law)Loss to, (ii) installment sale or open transaction the Company. 3.22.2.9. All tax elections that are in effect with respect to Taxes affecting Company as of the date hereof have been made on Tax Returns filed by Company and delivered to Purchaser. After the date hereof, no election with respect to Taxes will be made without the written consent of Purchaser. 3.22.2.10. Company has not at any time consented under section 341(f)(1) of the Code (or prior any comparable provision of state, local or foreign Law) to have the provisions of section 341(f)(2) of the Code (or any comparable provision of state, local or foreign Law) apply to any disposition of any asset owned by it. 3.22.2.11. All Taxes that Company is required to withhold or collect have been duly withheld or collected, and have been timely paid over to the Closing Date appropriate governmental authorities to the extent due and payable. 3.22.2.12. No Person (as hereinafter defined) has executed or entered into a closing agreement pursuant to Section 7121 of the Code (iiior any comparable provision of state, local or foreign Law) prepaid amount received on that is currently in force. 3.22.2.13. There are no Tax sharing agreements to which Company is now a party. 3.22.2.14. Company is not a party to any agreement, contract, arrangement or prior to plan that would result, separately or in the aggregate, in the payment (either before or after the Closing Date) of any "excess parachute payments" within the meaning of Section 280G of the Code (or any comparable provision of state, local or foreign law) or in any compensation that will not be deductible pursuant to Section 162(m) of the Code (or any comparable provision of state, local or foreign law). 3.22.2.15. No power of attorney is currently in effect, and no Tax ruling has been requested of any governmental authority, with respect to any Tax matter relating to Company. 3.22.2.16. Company is not, and has never been, a United States real property holding company (gas defined in Section 897(c)(2) Neither of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. 3.22.2.17. No Seller is a person other than a United States person within the meaning of the Code. 3.22.2.18. Company nor has not or never has had a permanent establishment in any foreign country, as defined in any applicable tax treaty or convention between the United States of its Subsidiaries America and such foreign country. 3.22.2.19. Company is not a party to or is bound by member of any Tax sharingjoint venture, allocation partnership, limited liability company or indemnification agreement other arrangement or arrangement (other than such an agreement or arrangement exclusively between or among the contract that could be treated as a partnership for federal income tax purposes. 3.22.2.20. Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (i) has not been a member of an affiliated group Affiliated Group filing a consolidated federal income Tax Return (other than a group of which the Company was the common parent) or and (ii) has does not have any liability for the Taxes of any person or entity under Reg. ss. 1.1502-6 (other than the Company or any of its Subsidiaries) arising from the application of Treasury regulation Section 1.1502-6, corresponding or any similar provision of state, local local, or foreign law), as a transferee or successor, by contract contract, or otherwise. (h) Neither the 3.22.2.21. Company nor has not been a party to any Tax allocation or Tax sharing agreement. No property of its Subsidiaries has distributed stock to another Person, or has had its stock distributed by another Person during the two-year period ending on the date hereof that was intended to be governed in whole or in part by Section 355 of the Code. Company (i) Neither is subject to a tax benefit transfer lease subject to the Company nor any provisions of its Subsidiaries has engaged in any “reportable transaction” within former Section 168(f)(8) of the meaning Internal Revenue Code of Treasury Regulation section 1.60111954, (ii) is "tax-4(b)(1). (j) Neither the Company nor any of its Subsidiaries has undergone an “ownership change” exempt use property" within the meaning of Section 382(g168(h) of the Code, or (iii) secures any debt the interest on which is exempt from Tax under Section 103 of the Code. Company does not have in effect any election for federal income tax purposes under Sections 108, 168, 338, 341, 441, 1017, 1033, 1502, or 4977 of the Code. Company has not been the "distributing corporation" (within the meaning of Section 355(c)(2) of the Code) with respect to a transaction described in Section 355 of the Code within the past five yearsthree-year period ending as of the date of this Agreement. (k) As used 3.22.2.22. Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Codess. 6662. Company has not received a tax opinion with respect to any transaction relating to Company other than a transaction in this Agreement, the term “Tax” ordinary course of business. Company is not the direct or “Taxes” means all U.S. federal, state and local, and foreign taxes, fees assessments or other charges indirect beneficiary of a similar nature (whether imposed directly guarantee of tax benefits or through withholding)any other arrangement that has the same economic effect with respect to any transaction or tax opinion relating to Company. Company is not party to an understanding or arrangement described in Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code. Company is not party to a lease arrangement involving a defeasance of rent, including any interest, additions to tax interest or penalties related theretoprincipal.