Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. The Seller and the Target Entities (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedings.

Taxes and Tax Returns. (a) The Seller Company and each of its Subsidiaries has duly and timely filed all Tax Returns. Each such Tax Return is true, accurate 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, to 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) The Company and each of 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 over under applicable law. (c) No deficiency for any Taxes has been asserted or assessed against the Company or any of its Subsidiaries that has not 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 Target Entities Sellers, 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. Except as set forth in the Disclosure Schedule (iwhich 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 any of its Subsidiaries' Taxes or Tax Returns. (d) have timely filed 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 Sellers, is any request for any such waiver or consent pending. (taking into account e) There are no liens or encumbrances of any kind for Taxes upon any assets or properties of the Company or any of its Subsidiaries other than for Taxes not yet due and payable. (f) Neither the Company nor any of its Subsidiaries has requested any extension of time within which to filefile any Tax Return, which Tax Return has not since been filed. (g) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller Company nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities its Subsidiaries is a party to any tax Contract providing for the allocation or sharing agreementof Taxes. No claim has ever been made with respect to Seller or Neither of the Company nor any of its Subsidiaries has made any election under Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and Code. (h) Neither the Target Entities do not file Tax Returns that Seller or Company nor any of the Target Entities its Subsidiaries has agreed to make, nor is or may be subject any of them required to taxation by that jurisdiction. As make, any adjustment under Section 481(a) of the date Code for any period ending after the Closing Date by reason of this Agreement, there are no Liens with respect to a change in accounting method or otherwise and neither the Company nor any Taxes upon of its Subsidiaries has any knowledge that the IRS has proposed such adjustment or change in accounting method. (i) None of the assets of the Target EntitiesCompany 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. (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 a permanent establishment located in any tax jurisdiction other than Permitted Liens 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 and payable 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 yet delinquent 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 are being contested is currently in good faith and 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 280G 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 or any predecessor provision thereto. (q) No election under Code ss.338 (or any predecessory provisions) has been made by appropriate proceedingsor with respect to the Company or 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 ss.279(b).

Taxes and Tax Returns. (a) The Seller Company and the Target Entities (i) have each of its Subsidiaries has timely filed (taking into account any extension of time within which to fileor has had timely filed on its behalf) with the appropriate Tax Authorities all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any the Company and each of them its Subsidiaries, and all such filed Tax Returns are true, correct, and complete and accurate in all material respects; and . (iib) All material Taxes for which the Company or any of its Subsidiaries is liable in respect of taxable periods (or portions thereof) ending on or before the Closing Date have paid all been timely paid, or in the case of Taxes owed with respect to such Tax Returns (whether or not shown as yet due and owing payable, an adequate accrual in accordance with GAAP for the payment of all such Taxes (exclusive of deferred tax assets and deferred tax liabilities or similar items that reflect timing differences between tax and financial accounting principles) has been established on the Tax Returns). Seller and each consolidated financial statements of the Target Entities has withheld Company and remitted its Subsidiaries included in the Company SEC Documents. All liabilities for Taxes attributable to the appropriate Governmental Entity period commencing on the date following the date of the most recent Company SEC Document were incurred in the ordinary course of business. (c) There are no liens for Taxes upon any property or assets of the Company or any of its Subsidiaries, except for liens for real and personal property Taxes not yet due and payable. (d) No Federal, state, local or foreign Audits are presently pending with regard to any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As Tax Returns of the date of this Agreement, there are not pending or, Company and its Subsidiaries and to the Knowledge of the Seller Management Company, no such Audit is threatened. (e) There are no outstanding requests, agreements, consents or waivers to extend the Target Entities, threatened, statutory period of limitations applicable to the assessment of any audits, examinations, investigations or other proceedings in respect of material Taxes or Tax matters with respect to Seller deficiencies against the Company or any of its Subsidiaries, and no power of attorney granted by the Target Entities. There are no unresolved questions or claims concerning the Seller Company or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time its Subsidiaries with respect to any Tax assessment or deficiency. Taxes is currently in force. (f) Neither the Seller Company nor any of the Target Entities its Subsidiaries is a party to any tax allocation agreement providing for the allocation, indemnification, or sharing agreement. No claim has ever been made with respect of material Taxes other than any such agreement to Seller which the Company or any of the Target Entities by any authority in a jurisdiction where Seller its Subsidiaries and the Target Entities do not file Tax Returns that Seller Parent or any of its Subsidiaries are the Target Entities exclusive parties. (g) Neither the Company nor any of its Subsidiaries has (i) been a member of an affiliated group (within the meaning of Section 1504 of the Code) or an affiliated, combined, consolidated, unitary, or similar group for state, local or foreign Tax purposes, other than the group of which the Company is the common parent or may be subject (ii) any liability for or in respect of the Taxes of, or determined by reference to taxation the Tax liability of, another Person (other than the Company or any of 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 that jurisdiction. As Contract or otherwise. (h) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in 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, there are no Liens Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with respect to any Taxes upon the Merger. (i) Neither the Company nor any of the assets its Subsidiaries has agreed or is required to include in income any material adjustment under either Section 481(a) or Section 482 of the Target EntitiesCode (or an analogous provision of state, other than Permitted Liens for Taxes not yet due and payable local or not yet delinquent foreign Law) by reason of a change in accounting method or that are being contested in good faith and by appropriate proceedingsotherwise.

Taxes and Tax Returns. The Seller (a) Raritan and each Raritan Subsidiary have duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and each has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to United in writing). Raritan and each Raritan Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Raritan or any Raritan Subsidiary through such date, which reserves are, to the knowledge of Raritan, adequate for such purposes. Except as set forth in the Raritan Disclosure Schedule, the federal income tax returns of Raritan and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Raritan Disclosure Schedule, the applicable state income tax returns of Raritan and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Raritan, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Raritan or any of its Subsidiaries, nor has Raritan or any of its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Raritan Disclosure Schedule, neither Raritan nor any of its Subsidiaries (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Raritan or any Raritan Subsidiary (nor does Raritan have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have FNB Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, all income and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of the Seller Management FNB Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon FNB or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementFNB Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where FNB or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do FNB Subsidiaries has not file filed Tax Returns such that Seller FNB or any of the Target Entities FNB Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. There are no Liens for Taxes, other than Permitted Liens statutory liens for Taxes not yet due and payable payable, upon any of the assets of FNB or any of the FNB Subsidiaries. Neither FNB nor any of the FNB 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 FNB and the FNB Subsidiaries. Neither FNB nor any of the FNB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of the FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of the FNB Subsidiaries has been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. FNB is not yet delinquent 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of the FNB Subsidiaries has engaged in any transaction that are being contested is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in good faith Treas. Reg. § 1.6011-4(b)(2). FNB has made available to HBI complete copies of (i) all federal, state, local and by appropriate proceedingsforeign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2017, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of the FNB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Taxes and Tax Returns. Except as set forth on Schedule 3.13 of the Company Disclosure Schedule; (a) The Seller Company and the Target Entities (i) each of its Subsidiaries have timely filed (taking into account any extension of time within which to file) in correct form all income, franchise, and similar Tax Returns and all other material Tax Returns (as defined in Section 9.2) that were required to be filed by any of them them, and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes (as defined in Section 9.2) owed with respect to such Tax Returns by them (whether or not shown as due and owing on the any Tax Returns). Seller and each of the Target Entities . (b) No assessment that has withheld and remitted to the appropriate Governmental Entity any Taxes not been settled or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except otherwise resolved has been made with respect to matters Taxes, other than such additional Taxes as are being contested in good faith. As faith and which are described on Schedule 3.13 of the date of this Agreement, there are not pending or, to the Knowledge Company Disclosure Schedule. The Tax Returns of the Seller Management Company and its Subsidiaries have been examined by the Internal Revenue Service (“IRS”) or other taxing authority, as applicable, for all years through December 31, 2003 (or the Target Entities, threatened, statute of limitations has closed without examination) and any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters liability with respect to Seller or any of the Target Entitiesthereto has been satisfied. There are no unresolved questions disputes pending or written claims concerning asserted for Taxes or assessments upon either the Seller Company or any Target Entity's Tax liabilities that mayof its Subsidiaries, individually nor has the Company or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of its Subsidiaries been requested to give, or has given, any currently effective waivers extending the Target Entities has waived any statute statutory period of limitations in respect of Taxes or agreed to any extension of time with respect limitation applicable to any Tax assessment or deficiency. Neither the Seller Company nor any of its Subsidiaries is currently the Target Entities is a party beneficiary of any extension of time within which to file any tax allocation or sharing agreementTax Return. No claim deficiency in Taxes or other proposed adjustment that has ever not been made with respect to Seller settled or otherwise resolved has been asserted in writing by any taxing authority against the Company or any of its Subsidiaries. To the Target Entities by any authority in a jurisdiction where Seller and knowledge of the Target Entities do not file Company, no Tax Returns that Seller Return of the Company or any of the Target Entities its Subsidiaries is or may be subject to taxation now under examination by that jurisdictionany applicable taxing authority. As of the date of this Agreement, there There are no Liens with respect to any for Taxes upon (other than current Taxes not yet due and payable) on any of the assets of the Target EntitiesCompany or any of its Subsidiaries. (c) Adequate provision has been made on the Company Balance Sheet for all Taxes of the Company and its Subsidiaries in respect of all periods through the date hereof. In addition, other than Permitted Liens (A) proper and accurate amounts have been withheld by the Company and its Subsidiaries from their respective employees, shareholders, depositors and payees for Taxes not yet all periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, county and local laws; (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by the Company and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, and information reporting (including IRS Forms 1098 and 1099) and backup and nonresident withholding; (C) 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 included in the Company 2006 Form 10-K, or, with respect to returns filed after the date hereof, will be so paid or provided for in the consolidated financial statements of the Company for the period covered by such returns and (D) except for such failures as collectively would not yet delinquent be a Company Material Adverse Effect, 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 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, shareholders, or payees. Further, since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that are term is used in GAAP, outside the ordinary course of business consistent with past practice. The Company has made available to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company, or any of its Subsidiaries filed or received since December 31, 2003. (d) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax indemnification, Tax allocation or Tax sharing agreement with any Person or has any current or potential contractual obligation to indemnify any other Person with respect to Taxes. (e) Neither the Company nor any of its Subsidiaries has filed or been included in a combined, consolidated or unitary income Tax Return (including any consolidated federal income Tax Return) other than one of which the Company was the parent. (f) 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. (g) No property of the Company or any of its Subsidiaries is property that is or will be required to be treated as being contested owned by another Person pursuant to the provisions of Section 168(f)(8) of the Code (as in good faith effect prior to its amendment by the Tax Reform Act of 1986) or is “tax exempt use property” within the meaning of Section 168(h) of the Code. 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 any such adjustment or change in accounting method. Neither the Company nor any of its Subsidiaries is a party to a “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b). (h) None of the Company 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 period (or portion thereof) ending after the Closing Date as a result of any: (A) closing agreement as described in Code Section 7121 (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (B) 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 foreign income Tax law); (C) installment sale or open transaction disposition made on or prior to the Closing Date; or (D) prepaid amount received on or prior to the Closing Date. (i) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by appropriate proceedingsanother Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Section 361. (j) As of the date hereof, the Company is aware of no reason why the Merger will fail to qualify as a “reorganization” under Section 368(a) of the Code.

Taxes and Tax Returns. The Seller (A) GBNK and the Target Entities (i) each GBNK Subsidiary have duly and timely filed (taking into account any extension of time within which or caused to file) be filed all incomematerial U.S. federal, franchisestate, foreign and similar Tax Returns local tax returns and all other material Tax Returns reports required to be filed by any them on or before the date of them and this Agreement (all such filed Tax Returns are returns and reports being accurate and complete and accurate in all material respects; ) and (ii) have duly paid or caused to be paid on their behalf all Taxes owed with respect to such Tax Returns (whether or not shown as material taxes that are due and owing payable by them on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of before the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or 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 GBNK nor any GBNK Subsidiary has any material liability for taxes in excess of the amount reserved or provided for on their respective financial statements as of the date thereof. (B) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon GBNK or any GBNK Subsidiary, nor has GBNK or any GBNK Subsidiary given or been requested in writing to 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, if required by appropriate proceedingsLaw, have been withheld by GBNK and each GBNK Subsidiary from their respective employees, independent contractors, creditors, stockholders or other third parties for all periods in material compliance with the tax withholding provisions of applicable Law. (D) The U.S. federal income tax returns of GBNK and each GBNK Subsidiary with respect to all taxable periods beginning on or after December 31, 2014 have not been audited or examined and no such audit is currently pending or, to the Best Knowledge of GBNK, threatened. 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 GBNK or any GBNK Subsidiary, which waiver or extension is in effect. (E) No jurisdiction where GBNK and its Subsidiaries do not file a tax return has made a claim in writing that any of GBNK and its Subsidiaries is required to file a tax return in such jurisdiction. (F) No Liens for taxes exist with respect to any of the assets of GBNK and its Subsidiaries, except for statutory Liens for taxes not yet due and payable. (G) Neither GBNK nor any GBNK Subsidiary has entered into, or has any obligation under, any tax sharing agreement, tax allocation agreement, tax indemnity agreement, or similar contract or arrangement to indemnify any other Person with respect to taxes that will require any payment by GBNK or any GBNK Subsidiary after the date of this Agreement. (H) Neither GBNK nor any GBNK Subsidiary has been, within the past two years or otherwise, part of a “plan (or series of related transactions)” within the meaning of § 355(e) of the Code of which the transactions contemplated hereby are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of § 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under § 355 of the Code. (I) Neither GBNK nor any of its Subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1). (J) Neither GBNK 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 was GBNK) or (ii) has any liability for the taxes of any Person (other than GBNK or any of 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. (K) Since January 1, 2014, neither GBNK nor any of its Subsidiaries has 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 GBNK 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 GBNK or any GBNK Subsidiary). (L) Neither GBNK 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 GBNK nor any of its Subsidiaries has any application pending with any Governmental Authority 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 Authority with respect to GBNK or any of its Subsidiaries. (O) The terms “tax” and “taxes” mean all federal, state, local and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, value-added, stamp, documentation, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon. Additionally, the terms “tax return” and “tax returns” means any return, declaration, report, claim for refund or information return or statement relating to taxes, including any schedule or attachment thereto and including any amendment thereof.

Taxes and Tax Returns. The Seller and Except for matters that, individually or in the Target Entities aggregate, would not have a Material Adverse Effect on Dex: (ia) All Tax Returns required to be filed by or with respect to Dex or any Dex Subsidiary for all taxable periods ending on or before the date hereof have been timely filed in accordance with applicable Law (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all ). All such filed Tax Returns are true, correct, and complete and accurate in all material respects; respects and (ii) have paid all Taxes owed were prepared in compliance with respect to such applicable Law. No claim has ever been made by a Governmental Entity in a jurisdiction where Dex or any Dex Subsidiary does not file Tax Returns that Dex or any Dex Subsidiary is or may be subject to Taxes in such jurisdiction. (whether or not shown as b) All Taxes of Dex and each Dex Subsidiary due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity payable have been timely paid, other than any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters amount which is being contested in good faithfaith by appropriate proceedings and for which adequate reserves have been established on Dex’s most recent consolidated financial statements. The accruals and reserves for Taxes (without regard to deferred tax assets and deferred tax liabilities) of Dex and each Dex Subsidiary established in Dex’s most recent consolidated financial statements are complete and adequate to cover any liabilities for Taxes that are not yet due and payable. (c) No deficiencies for Taxes have been proposed or assessed in writing against Dex or any Dex Subsidiary by any Governmental Entity, and neither Dex nor any Dex Subsidiary has received any written notice of any claim, proposal or assessment against Dex or any Dex Subsidiary for any such deficiency for Taxes. As of the date of this Agreement, there are not is no pending or, to the Knowledge of the Seller Management or the Target EntitiesDex, threatened, any auditsaudit, examinations, investigations judicial proceeding or other proceedings in respect of Taxes examination against or Tax matters with respect to Seller Dex or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or Dex Subsidiary with respect to any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial StatementsTaxes. Neither the Seller Dex nor any of the Target Entities Dex Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax the assessment or deficiency. Neither the Seller nor collection of any Taxes (other than pursuant to extensions of the Target Entities is a party time to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller obtained in the ordinary course of business). (d) Dex and each Dex Subsidiary has duly and timely withheld and paid to the appropriate Governmental Entity 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 third party. (e) There are no liens or other security interests upon any property or assets of Dex or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this AgreementDex Subsidiary for Taxes, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens except for liens for Taxes not yet due and payable payable. (f) Neither Dex nor any Dex Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the past two (2) years. (g) Neither Dex nor any Dex Subsidiary (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Dex) filing a consolidated federal income Tax Return, (ii) has any liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, or (iii) is, or ever has been, a party to any agreement for the sharing, indemnification, or allocation of Taxes (other than agreements among Dex and any Dex Subsidiary and other than customary indemnifications for Taxes contained in credit or other commercial agreements the primary purposes of which do not yet delinquent relate to Taxes). (h) Neither Dex nor any Dex Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for a taxable period ending after the Closing Date of as a result of any (i) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign Law) for a taxable period ending on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date, or (v) election by Dex or any Dex Subsidiary under Section 108(i) of the Code. (i) Neither Dex nor any Dex Subsidiary has engaged in any “listed transaction” within the meaning of Section 6011 of the Code (including the Treasury Regulations promulgated thereunder). (j) Neither Dex nor any Dex Subsidiary is a party to any agreement, contract, arrangement or plan that are being contested has resulted or could result, separately or in good faith the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Section 280G of the Code in connection with the transactions contemplated by this Agreement or (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code. There is no Contract to which Dex or any Dex Subsidiary is a party or by which Dex or any Dex Subsidiary is bound to compensate any employee, independent contractor or director of Dex or any Dex Subsidiary for excise taxes paid pursuant to Section 4999 of the Code. (k) To the Knowledge of Dex, as of December 31, 2011, Dex had (x) net operating loss carryforwards for purposes of Section 172 of the Code of approximately $1.1 billion and by appropriate proceedings(y) alternative net operating loss carryforwards within the meaning of Section 56 of the Code of approximately $0.9 billion.

Taxes and Tax Returns. The Seller (a) To the knowledge of Ramapo, Ramapo and each Ramapo Subsidiary have duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and each has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to Valley in writing). Ramapo and each Ramapo Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Ramapo or any Ramapo Subsidiary through such date, which reserves are, to the knowledge of Ramapo, adequate for such purposes. Except as set forth in the Ramapo Disclosure Schedule, the federal income tax returns of Ramapo and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Ramapo Disclosure Schedule, the applicable state income tax returns of Ramapo and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Ramapo, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Ramapo or any of its Subsidiaries, nor has Ramapo or any of its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Ramapo Disclosure Schedule, neither Ramapo nor any of its Subsidiaries (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Ramapo or any Ramapo Subsidiary (nor does Ramapo have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller (a) Except as set forth on the CFHC Disclosure Schedule, CFHC and each CFHC Subsidiary has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it on or before the Effective Time in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to HUBCO in writing) or against which reserves have been established. CFHC and each CFHC Subsidiary has established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of CFHC or any CFHC Subsidiary through such date. None of the federal or state income tax returns of CFHC or any CFHC Subsidiary have been examined by the Internal Revenue Service (the "IRS") or the New Jersey Division of Taxation within the past six years. To the best knowledge of CFHC, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon CFHC or any CFHC Subsidiary, nor has CFHC or any CFHC Subsidiary given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Neither CFHC nor any CFHC Subsidiary (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by CFHC or any CFHC Subsidiary (nor does CFHC have any knowledge that the IRS has proposed any such adjustment or change of accounting method), or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of FNB or any of its Subsidiaries. Except as set forth on Section 4.10 of the Target EntitiesFNB Disclosure Schedule, neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). PVFC has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. The Seller (a) Each of MDLY and the Target Entities its Subsidiaries (i) have has duly and timely filed (taking into account any extension of time within which to fileincluding all applicable extensions) all incomefederal, franchisestate, local and similar Tax Returns foreign income and all other material Tax Returns required to be filed by any of them it and all such filed Tax Returns are complete accurate and accurate in all material respects; and complete, (ii) have has paid all Taxes owed with respect to such Tax Returns (whether or not shown thereon as due and owing on (iii) has duly paid or made provision for the Tax Returns). Seller and each payment of all Taxes that have been incurred or are due or claimed to be due from it by the Target Entities has withheld and remitted to the appropriate Governmental Entity IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. As of the date of this AgreementThere are no material disputes pending, there or written claims asserted, for Taxes or assessments upon MDLY or any Subsidiary for which MDLY does not have reserves that are not pending oradequate under GAAP. Neither MDLY nor any Subsidiary 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 MDLY and its Subsidiaries as described in MDLY Disclosure Schedule). (b) MDLY and its Subsidiaries have complied in all material respects with all Applicable Laws relating to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect payment and withholding of Taxes or Tax matters with respect and have, within the time and in the manner prescribed by Applicable Law, withheld from and paid over all amounts required to Seller be so withheld and paid over under Applicable Laws. (c) There are no Liens for Taxes upon the assets of MDLY or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that maySubsidiaries, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided except for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (d) Neither MDLY nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made. (a) Other than the Tax Receivable Agreement to be terminated pursuant to the Tax Receivable Termination Agreement, there are no MDLY Tax Protection Agreements (as hereinafter defined) in force or otherwise binding upon MDLY or any MDLY Subsidiary. As used herein, “MDLY Tax Protection Agreements” means any agreement to which MDLY, or any MDLY Subsidiary is a party: (i) pursuant to which any liability to holders of interests in a MDLY Subsidiary Partnership relating to Taxes may arise, whether or not as a result of the consummation of the Merger or the other transactions contemplated by appropriate proceedingsthis Agreement; and/or (ii) that was entered into in connection with or related to the deferral of income Taxes of a holder of interests in a MDLY Subsidiary Partnership, and that requires MDLY, or any MDLY Subsidiary to, or to use efforts to (or to indemnify any Person if it does not) (A) maintain a minimum level of debt or continue a particular debt, (B) retain or not dispose of assets for a period of time if such period of time has not since expired or any applicable statute of limitations with respect to any Taxes that would result from a disposition of such assets at any time during such period has not since expired, (C) make or refrain from making Tax elections, (D) only dispose of assets in a particular manner, or (E) permit any holder of interests in a MDLY Subsidiary Partnership to guarantee any debt or restore a deficit in such holder’s capital account. As used herein, “MDLY Subsidiary Partnership” means a MDLY Subsidiary that is a partnership for United States federal income Tax purposes.

Taxes and Tax Returns. The Seller (a) Valley and each Valley Subsidiary have duly filed (and until the Target Entities Effective Time will so file) all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and except as set forth in the Valley Disclosure Schedule, each has duly paid (and until the Effective Time will so pay) all such taxes shown as due on such returns, other than taxes or other charges which are being contested in good faith (and disclosed to Merchants in writing). Valley and each Valley Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Valley or any Valley Subsidiary through such date, which reserves are adequate for such purposes. To the knowledge of Valley, except as set forth in the Valley Disclosure Schedule, the federal income tax returns of Valley and its Subsidiaries have been examined by the IRS (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Valley, except as set forth in the Valley Disclosure Schedule, the applicable state income and local tax returns of Valley and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Valley, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Valley or any of its Subsidiaries, nor except as set forth in the Valley Disclosure Schedule, has Valley or any of its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Valley Disclosure Schedule, neither Valley nor any of its Subsidiaries (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Valley or any Valley Subsidiary (nor does Valley have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have FNB Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, all income and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of the Seller Management FNB Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon FNB or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementFNB Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where FNB or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do FNB Subsidiaries has not file filed Tax Returns such that Seller FNB or any of the Target Entities FNB Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. There are no Liens for Taxes, other than Permitted Liens statutory liens for Taxes not yet due and payable payable, upon any of the assets of FNB or any of the FNB Subsidiaries. Neither FNB nor any of the FNB 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 FNB and the FNB Subsidiaries. Neither FNB nor any of the FNB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of the FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of the FNB Subsidiaries has been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. FNB is not yet delinquent 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of the FNB Subsidiaries has engaged in any transaction that are being contested is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in good faith Treas. Reg. § 1.6011-4(b)(2). FNB has made available to YDKN complete copies of (i) all federal, state, local and by appropriate proceedingsforeign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of the FNB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Taxes and Tax Returns. The Except as described in Section 4.14 of the Seller and the Target Entities Disclosure Schedule: (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by with any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time Taxing Authority with respect to any Pre-Closing Tax assessment Period by or deficiency. Neither the Seller nor any on behalf of the Target Entities is Acquired Subsidiaries have been duly filed on a party to any tax allocation timely basis in accordance with all applicable Laws, or sharing agreement. No claim has ever been made will be timely filed in accordance with respect to Seller Section 12.1; (ii) at the time of their filings all such Tax Returns were or any of the Target Entities by any authority will be, in a jurisdiction where all respects, true, complete and correct; (iii) Seller and the Target Entities do Acquired 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 Chem-Waste Group Financial Statements are adequate (in accordance with U.S. GAAP) to cover all Taxes that have not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of been paid, but which under U.S. GAAP were accruable, through the date of this Agreement, the Chem-Waste Group Financial Statements; (v) there are no Liens with respect to any for Taxes upon any of the assets of the Target Entitiesany Acquired Subsidiary, other than Permitted except Liens for Taxes not yet due for current Tax periods ending on or after the Closing Date; (vi) there are no outstanding deficiencies, assessments or written proposals for the assessment of Taxes proposed, pending, asserted or assessed against any Acquired Subsidiary, or for which any Acquired Subsidiary could be directly or indirectly liable and payable there is no basis for any additional assessment or reassessment for any Taxes for which adequate provision has not yet delinquent been made in the books and records of the Acquired Subsidiaries; (vii) no extension of the statute of limitations or that are being contested in good faith and by appropriate proceedingswaiver of normal reassessment periods on the assessment of any Taxes has been requested or granted to or on behalf of any Acquired Subsidiary.

Taxes and Tax Returns. The Seller (a) Each of ANNB and the Target Entities (i) have ANNB Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar all Tax Returns and all other material Tax Returns (as defined in subsection (c) below) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are being contested in good faith, which have not pending orbeen finally determined, and (ii) have been adequately reserved against in accordance with GAAP on ANNB’s most recent consolidated financial statements. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each of ANNB and the Knowledge ANNB Subsidiaries. Neither ANNB nor any of the Seller Management ANNB Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon ANNB or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementANNB Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where ANNB or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do ANNB Subsidiaries have not file filed Tax Returns such that Seller ANNB or any of the Target Entities ANNB Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, ANNB or any of this Agreementthe ANNB Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of ANNB and the ANNB Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any taxable period or portion thereof ending after the Closing. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of ANNB or any of the Target EntitiesANNB Subsidiaries. Neither ANNB nor any of the ANNB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among ANNB and the ANNB Subsidiaries. Neither ANNB nor any of the ANNB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was ANNB, or (B) has any liability for the Taxes of any Person, other than ANNB or any of the ANNB Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither ANNB nor any of the ANNB Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No shares of ANNB Common Stock are owned by a Subsidiary of ANNB. ANNB is not yet and has not been a “United States real property holding company” 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. Neither ANNB, nor any of the ANNB Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither ANNB nor any of the ANNB Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of ANNB and the ANNB Subsidiaries relating to all taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to ANNB or the ANNB Subsidiaries. Neither ANNB, any of the ANNB Subsidiaries nor FNB, as a successor to ANNB, will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of ANNB or any of the ANNB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. (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, gains, property, capital, sales, transfer, use, payroll, bank shares tax, employment, severance, withholding, duties, intangibles, franchise, backup withholding, inventory, capital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i) and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treas. Reg §1.1502-6(a) or not yet delinquent any predecessor or that are being contested in good faith and by appropriate proceedingssuccessor thereof of any analogous or similar provision under law or otherwise.

Taxes and Tax Returns. The Seller (a) Except as set forth in the Valley Disclosure Schedule, or as would not have a Material Adverse Effect on Valley, VNB and the Target Entities (i) each of their Subsidiaries have timely filed (taking into account and until the Effective Time will so file) all material Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due on such Returns, other than Taxes or other charges which are being contested in good faith (and disclosed to State Bancorp in writing). Except as set forth in the Valley Disclosure Schedule, Valley, VNB and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of Valley, VNB or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Valley Disclosure Schedule, the federal income tax Returns of Valley, VNB and each of their Subsidiaries have been examined by the IRS (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Valley Disclosure Schedule, the applicable state income and local tax returns of Valley, VNB and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of each of Valley and VNB, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Valley, VNB or any of their Subsidiaries, nor has Valley, VNB or any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in the Valley Disclosure Schedule, neither Valley, VNB nor any of their Subsidiaries: (i) has requested any extension of time within which to file) all income, franchise, and similar file any Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes (except agreements between and/or among Valley, VNB and/or any of their Subsidiaries; (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Valley, VNB or any Subsidiary (nor does Valley or VNB have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Target Entities Code; (v) has been a party to any distribution occurring in the last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include Valley, VNB and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes of any person (other than Valley, VNB and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any authority transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has 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; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where Seller and the Target Entities do it does not file Tax Returns that Seller or any of the Target Entities it is or may be subject to taxation by that jurisdiction. As . (c) Except as set forth in the Valley Disclosure Schedule, (i) Valley, VNB and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Valley, VNB and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on Valley. (d) Valley has made available to State Bancorp correct and complete copies of: (i) all material Returns filed within the past three years by Valley, VNB and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to Valley, VNB or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by Valley, VNB or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) With respect to each Subsidiary indicated on the Valley Disclosure Schedule as being a real estate investment trust, (x) for all taxable years commencing with its first taxable year through the taxable year ended December 31, 2010, such Subsidiary has been subject to taxation as a real estate investment trust within the meaning of Section 856 of the Code and has satisfied all requirements to qualify as a real estate investment trust for such years; (y) has operated since its first taxable year to the date of this AgreementAgreement in a manner consistent with the requirements for qualification and taxation as a real estate investment trust; and (z) intends to continue to operate in such a manner as to qualify as a real estate investment trust for the current taxable year. None of the transactions contemplated by this Agreement will prevent any such Subsidiary or any of its Subsidiaries from so qualifying. No such Subsidiary of any Subsidiary is a corporation for U.S. federal income tax purposes, there are no Liens other than a corporation that meets the requirements of representations (x) and (y) above. Notwithstanding the foregoing, with respect to any Taxes upon any periods prior to the acquisition of the assets ownership of each such Subsidiary by Valley, the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that representations of Valley are being contested in good faith and by appropriate proceedingsmade only to the knowledge of Valley.

Taxes and Tax Returns. (a) HUBCO and HUBCO's subsidiaries have duly filed (and until the Effective Time will so file) all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to IBSF in writing). HUBCO and HUBCO's subsidiaries have established on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO through such date. The Seller HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO and its Subsidiaries which have been examined by the Target Entities IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The HUBCO Disclosure Schedule identifies the applicable state income tax returns of HUBCO and its Subsidiaries which have been examined by the applicable authorities. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO or its Subsidiaries, nor has HUBCO or its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, neither HUBCO nor any Subsidiary of HUBCO (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by HUBCO or any of its Subsidiaries (nor does HUBCO have any knowledge that the Target Entities by IRS has proposed any authority in such adjustment or change of accounting method) or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller and the Target Entities (ia) have CTS has timely filed (taking into account any extension of time within which filed, or caused to file) be timely filed, all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them it, and all such filed Tax Returns are true, complete and accurate correct in all material respects; , and (ii) have paid has timely paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other material amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes required to be paid, collected or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entitieswithheld, other than Permitted Liens such Taxes for Taxes not yet due which adequate reserves in CTS Financial Statements have been established and payable or not yet delinquent or that which are being contested in good faith and as identified in Section 3.15 of the Disclosure Schedules. Except as set forth in Section 3.15 of the Disclosure Schedules, there are no material claims or assessments pending against CTS (or the CTS Shareholder with respect to CTS) for any alleged deficiency in any Tax, and CTS has not been notified in writing of any proposed Tax claims or assessments against CTS (or the CTS Shareholder with respect to CTS) (other than in each case, claims or assessments for which adequate reserves in the Financial Statements have been established and which are being contested in good faith and as identified in Section 3.15 of the Disclosure Schedules or claims or assessments which are immaterial in amount). Neither CTS nor the CTS Shareholder with respect to CTS has executed any waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by appropriate proceedingsCTS (or the CTS Shareholder with respect to CTS) for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. There are no Liens for material amounts of Taxes on the assets of CTS (or the CTS Shareholder with respect to CTS) except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent CTS (or the CTS Shareholder with respect to CTS) or any of its Subsidiaries with respect to Tax matters. (b) For purposes of this Agreement, the term "TAX" means any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, alternative or add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Authority. The term "TAX RETURN" means a report, return or other information (including any attached schedules or any amendments to such report, return or other information) supplied to or filed with or required to be supplied to or filed with a governmental entity with respect to any Tax, including an information return, claim for refund, amended return or declaration or estimated Tax.

Taxes and Tax Returns. The Seller (a) IBSF and each IBSF Subsidiary has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it on or before the Effective Time in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to HUBCO in writing) or against which reserves have been established. IBSF and each IBSF Subsidiary has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of IBSF or such IBSF Subsidiary through such date. None of the federal or state income tax returns of IBSF or any IBSF Subsidiary have been examined by the Internal Revenue Service (the "IRS") or the New Jersey Division of Taxation within the past six years. To the best knowledge of IBSF, except as disclosed in the IBSF Disclosure Schedule, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon IBSF or any IBSF Subsidiary, nor has IBSF or any IBSF Subsidiary given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Neither IBSF nor any IBSF Subsidiary (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes except as disclosed in the IBSF Disclosure Schedule, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by IBSF or such IBSF Subsidiary (nor does IBSF have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method), or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to Code apply. (c) Neither IBSF nor any Taxes upon IBSF Subsidiary has any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingstax loss carryforwards.

Taxes and Tax Returns. The Seller (a) Advance and each of the Target Entities (i) have timely filed Advance Subsidiaries has (taking into account any extension of time within which to file which has not expired) timely filed (and until the Effective Time will so file) all incomereturns, franchisedeclarations, reports, information-returns and similar Tax Returns and all other material Tax Returns statements ("Returns") required to be filed or sent by or with respect to them in respect of any of them Taxes (as hereinafter defined), and has duly paid (and until the Effective Time will so pay) all such filed Tax Returns Taxes due and payable other than Taxes or other charges which (i) are complete being contested in good faith (and accurate disclosed in all material respects; writing to Parkvale) and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns)finally been determined. Seller Advance and each of the Target Entities Advance Subsidiaries has withheld established (and remitted to until the appropriate Governmental Entity any Taxes or other amounts Effective Time will establish) on their books and records reserves that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As are adequate for the payment of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for all Taxes not yet due and payable for periods ending on or prior to the Effective Time, whether or not yet delinquent disputed or accrued. Except as set forth in Advance Disclosure Schedule 2.07(a), (i) the federal income tax returns of Advance and each of the Advance Subsidiaries have been examined by the Internal Revenue Service ("IRS") (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) each of the state income tax returns of Advance and each of the Advance Subsidiaries have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Advance or any of the Advance Subsidiaries, nor has Advance or any of the Advance Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in Advance Disclosure Schedule 2.07(b), neither Advance nor any Advance Subsidiary (i) has requested any extension of time within which to file any Return which Return has not since been filed, (ii) is a party to any agreement providing for the allocation or sharing of Taxes, (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Advance or any Advance Subsidiary (nor does Advance have any knowledge that are being contested the IRS has proposed any such adjustment or change of accounting method), or (iv) has filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply. (c) Advance and each of the Advance Subsidiaries has withheld and paid all taxes (as hereinafter defined) required to be paid in good faith connection with amounts paid to any employee, independent contractor, creditor, stockholder or other third party. (d) For purposes of this Agreement, "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by appropriate proceedingsany taxing authority (domestic or foreign) upon Advance or any Advance Subsidiary.

Taxes and Tax Returns. The (a) Each of Seller and the Target Entities (i) have timely Subsidiaries has duly filed (taking into account any extension of time within which to and until the Effective Time will so file) all incomereturns, franchisedeclarations, reports, information returns and similar Tax Returns and all other material Tax Returns statements (“Returns”) required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined) and has duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) have not finally been determined. Seller and Seller Sub have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of them all Taxes not yet due and all payable, whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (i) the federal income tax returns of Seller and the Subsidiaries have not been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Mississippi franchise tax returns of Seller and the Subsidiaries, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed Tax Returns (and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all material respects; . There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Seller or any of the Subsidiaries, and (ii) have paid all Taxes owed no taxing authority has given written notice of the commencement of any audit, examination or deficiency action or made a claim in writing that Seller or any of the Subsidiaries is required to file a Return in such taxing authority’s jurisdiction. There is no currently outstanding waiver, extension or comparable consents regarding the application of the statute of limitations with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters Returns with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Subsidiaries. (b) Neither the Seller nor any of the Target Entities Subsidiaries (i) has waived any statute of limitations in respect of Taxes or agreed to requested any extension of time with respect within which to file any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities Return which Return has not since been filed; (ii) is a party to any tax written or unwritten agreement, arrangement or understanding providing for the allocation or sharing agreement. No claim has ever been made of, or indemnification with respect to, Taxes; (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Seller or any of the Target Entities by Subsidiaries (nor does Seller or Seller Sub have any authority Knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has been a “distributing corporation” or a “controlled corporation” in a jurisdiction where transaction intended to qualify under Section 355(a) of the Code within the past five years; (v) has ever been a member of a consolidated, combined or unitary Tax group (other than a group of which Seller and is or was the Target Entities do not file Tax Returns that Seller common parent) or has any liability for Taxes of any other entity under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law); or (vi) has ever engaged in any “listed transaction” within the Target Entities is or may be subject to taxation by that jurisdiction. As meaning of the date Treasury Regulation Section 1.6011-4(b)(2). (c) For purposes of this Agreement, there are no Liens “Taxes” shall mean all taxes, charges, fees, levies or other assessments imposed by any taxing authority (domestic or foreign), including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any Taxes upon kind whatsoever, together with any of the assets of the Target Entitiesinterest and any penalties, other than Permitted Liens for Taxes not yet due and payable additions to tax or not yet delinquent additional amounts imposed by any taxing authority (domestic or that are being contested in good faith and by appropriate proceedingsforeign).

Taxes and Tax Returns. The Seller (a) Each of FNB and the Target Entities (i) have timely its Subsidiaries has duly filed (taking into account any extension of time within which to file) all incomefederal, franchisestate, foreign and similar Tax Returns local information returns and all other material Tax Returns tax returns required to be filed by any of them and it on or prior to the date hereof (all such filed Tax Returns are returns being accurate and complete and accurate in all material respects; ) and (ii) have has duly paid or made provisions for the payment of all Taxes owed with respect and other governmental charges which have been incurred or are due or claimed to such Tax Returns (whether be due from it by federal, state, foreign or not shown as due and owing local taxing authorities on the Tax Returns). Seller and each of the Target Entities has withheld and remitted or prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this AgreementAgreement (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 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 have, either individually or in the aggregate, a Material Adverse Effect on FNB. No Tax return or report of FNB or its Subsidiaries has 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 neither FNB nor any of its Subsidiaries has received any indication of a pending audit or examination in connection with any Tax return or report and, to the best of FNB’s knowledge, no such return or report is subject to adjustment. Neither FNB nor any of its Subsidiaries has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report, or the assessment or collection of any tax. To the best of FNB’s knowledge, there are not pending orno material disputes pending, to the Knowledge of the Seller Management or the Target Entitiesclaims asserted for, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters assessments upon FNB or any of its Subsidiaries for which FNB does not have adequate reserves. In addition, (A) proper and accurate amounts have been withheld by FNB and its Subsidiaries 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 in the aggregate, have a Material Adverse Effect on FNB, (B) federal, state and local returns which are accurate and complete in all material respects have been filed by FNB and its Subsidiaries for all periods for which returns were due with respect to Seller income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or any of in the Target Entities. There are no unresolved questions aggregate, have a Material Adverse Effect on FNB, (C) the amounts shown on such federal, state or claims concerning the Seller local returns to be due and payable have been paid in full or any Target Entity's Tax liabilities that mayadequate provision therefor has been included by FNB in its consolidated financial statements, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on FNB and (D) there are no Tax liens upon any property or assets of FNB or its Subsidiaries except liens for current taxes not disclosed yet due or provided for liens that will not have, either individually or in the Financial Statementsaggregate, a Material Adverse Effect on FNB. Neither the Seller FNB nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Target Entities Code by reason of a voluntary change in accounting method initiated by FNB or any of its Subsidiaries, and the IRS has waived not initiated or proposed any statute of limitations such adjustment or change in respect of Taxes accounting method, in either case, which has had or agreed to any extension of time with respect to any Tax assessment will have, either individually or deficiencyin the aggregate, a Material Adverse Effect on FNB. Neither Except as set forth in the Seller financial statements described in Section 4.6, neither FNB nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Target Entities Code, which will have, either individually or in the aggregate, a Material Adverse Effect on FNB. (b) Neither FNB nor any of its Subsidiaries is a party to or is bound by any tax Tax sharing, allocation or sharing agreementindemnification agreement or arrangement (other than such an agreement or arrangement solely among FNB and its Subsidiaries). No claim Neither FNB nor any of its Subsidiaries has ever been made with respect to Seller any liability for the Taxes of any person (other than FNB and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law). Within the past five years, neither FNB 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 Target Entities Code. (c) No disallowance of a deduction under Section 162(m) of the Code for employee remuneration of any amount paid or payable by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any Subsidiary of FNB under any contract, plan, program, arrangement or understanding will have, either individually or in the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreementaggregate, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsa Material Adverse Effect on FNB.

Taxes and Tax Returns. The Seller (a) Except as set forth in the State Bancorp Disclosure Schedule or as would not have a Material Adverse Effect on State Bancorp, State Bancorp, SBLI and the Target Entities (i) each of their Subsidiaries have timely filed (taking into account and until the Effective Time will so file) all Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due on such Returns, other than Taxes or other charges which are being contested in good faith (and disclosed to Valley in writing). Except as set forth in the State Bancorp Disclosure Schedule, State Bancorp, SBLI and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of State Bancorp, SBLI or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the State Bancorp Disclosure Schedule, the federal income tax Returns of State Bancorp, SBLI and each of their Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the State Bancorp Disclosure Schedule, the applicable state income and local tax returns of State Bancorp, SBLI and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the State Bancorp Disclosure Schedule, to the knowledge of each of State Bancorp and SBLI, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon State Bancorp, SBLI or any of their Subsidiaries, nor has State Bancorp, SBLI or any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in the State Bancorp Disclosure Schedule, neither State Bancorp, SBLI nor any of their Subsidiaries: (i) has requested any extension of time within which to file) all income, franchise, and similar file any Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) is a party to any agreement providing for the allocation or sharing of taxes (except agreements between and/or among State Bancorp, SBLI and/or any of their Subsidiaries); (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by State Bancorp, SBLI or any Subsidiary (nor does State Bancorp or SBLI have paid all Taxes owed with respect any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (v) has been a party to any distribution occurring in the last five years in which the parties to such Tax distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns (whether or not shown as due and owing on the Tax Returns). Seller which include State Bancorp, SBLI and each of their Subsidiaries) provided for under the Target Entities laws of the United States, any foreign jurisdiction or any state or locality or has withheld and remitted to any liability for Taxes of any person (other than State Bancorp, SBLI and/or any of their Subsidiaries) arising from the appropriate Governmental Entity application of Treasury Regulations Section 1.1502-6 or any Taxes analogous provision under the laws of any foreign jurisdiction or other amounts that they were obligated to withhold from amounts owing any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has 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; (ix) is a party to any employeeagreement or arrangement that would result, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually separately or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes actual or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller deemed payment by State Bancorp, SBLI or any of their Subsidiaries of any “excess parachute payments” within the Target Entities meaning of Section 280G of the Code; and/or (x) has received any claim by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do it does not file Tax Returns that Seller or any of the Target Entities it is or may be subject to taxation by that jurisdiction. As . (c) Except as set forth in the State Bancorp Disclosure Schedule, (i) State Bancorp, SBLI and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the date payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) State Bancorp, SBLI and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on State Bancorp. (d) State Bancorp has made available to Valley correct and complete copies of: (i) all material Returns filed within the past three years by State Bancorp, SBLI and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to State Bancorp, SBLI or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by State Bancorp, SBLI or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) For purposes of this Agreement, there are no Liens the terms: (i) “Tax” or “Taxes” means: (A) any and all taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including, without limitation, income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including, without limitation, any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis and such term shall include any interest, fines penalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of an affiliated, consolidated, combined, unitary, or similar group or as a result of transferor or successor liability, and (C) any liability for the payment of any amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any Taxes upon any amounts of the assets of the Target Entitiestype described in (A) or (B); (ii) “Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) “Governmental Entity” means any (A) Federal, state, local, municipal or foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other than Permitted Liens for Taxes not yet due and payable tribunal) or not yet delinquent body exercising, or that are being contested in good faith and by appropriate proceedingsentitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (C) any self-regulatory organization, administrative or regulatory agency, commission or authority.

Taxes and Tax Returns. The Seller and the Target Entities (i) have timely filed (taking into account any extension of time within which to filea) all income, franchise, franchise and similar Tax Returns and all other material Tax Returns required by Law to be filed by any of them the Acquired Companies and their Subsidiaries have been timely filed with the appropriate Taxing Authority when due (taking into account extensions validly obtained), all such filed Tax Returns are were true, correct and complete and accurate in all material respects; , and (ii) have paid all material amounts of Taxes owed with respect payable by the Acquired Companies and their Subsidiaries that were due and payable prior to such Tax Returns the Second Closing Date (whether or not shown as due on a return) have been paid within the required time periods, other than those (i) currently payable without penalty or interest or (ii) being contested in good faith by appropriate proceedings which have not been finally determined, and owing have been adequately reserved against in accordance with GAAP on the Tax Returns). Seller’s or Seller and each GP’s most recent consolidated financial statements. (b) no written claim has been made by a Taxing Authority in a jurisdiction in which any of the Target Entities has Acquired Companies or any of their Subsidiaries do not file Tax Returns that such entity is or may be subject to Tax in that jurisdiction. (c) all material amounts of Taxes that the Acquired Companies and their Subsidiaries are or have been required by Law to withhold or collect for payment to a Taxing Authority on behalf of another Person, regardless of the characterization by the Acquired Companies and their Subsidiaries or the payee of the payments giving rise to such requirement or the characterization of the status of the payee as an employee, independent contractor, member or otherwise of the Acquired Companies or any of their Subsidiaries, have been duly withheld or collected, and remitted have been paid to the appropriate Governmental Entity proper Taxing Authority within the time prescribed by applicable Law. (d) the Acquired Companies and their Subsidiaries do not have in effect any Taxes waiver or other amounts that they were obligated to withhold from amounts owing to extension of any employeestatute of limitations, creditor or third partyany closing agreement or similar agreement with any Taxing Authority, except with respect to matters contested in good faith. As of the date of this Agreement, Taxes. (e) there are not no claims pending or, to the Knowledge of Seller, threatened against the Seller Management Acquired Companies or the Target Entities, threatened, any of their Subsidiaries for past due Taxes. (f) no audits, examinations, investigations or other proceedings in respect of Taxes any Tax or Tax matters with respect to Seller matter of the Acquired Companies or any of their Subsidiaries are pending, or have been threatened in writing. (g) Seller, the Target Entities. There are Acquired Companies and their Subsidiaries have not participated in and have no unresolved questions liability or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time obligation with respect to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2). (h) there are no liens for Taxes upon the assets of the Acquired Companies or any of their Subsidiaries other than in respect of any Tax assessment or deficiencyliability not yet due and payable. (i) the Acquired Companies and their Subsidiaries are not a party to and are not bound by any Tax Sharing Agreement. Neither The Acquired Companies and their Subsidiaries have never been a member of an affiliated group filing a consolidated U.S. federal income Tax Return other than the Seller group the parent of which is CCA and neither the Acquired Companies nor any of their Subsidiaries have assumed liability for the Target Entities Taxes of any Person as a transferee or successor, by contract or otherwise, other than customary Tax indemnification or other arrangements contained in a commercial agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes. (j) no Acquired Company nor any of its Subsidiaries has (i) deferred the payment of Taxes by the use of the cash, installment or a long-term contract method of accounting or (ii) been required to make an adjustment under Section 481 of the Code (or any corresponding or similar provisions of state, local or foreign Law) because of a change of method of accounting. (k) no Acquired Company nor any of its Subsidiaries will be required to include amounts in income, or exclude items of deduction, after the Second Closing Date as a result of (i) any intercompany transaction or excess loss account described in the Treasury Regulations promulgated pursuant to Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) arising or occurring on or prior to the Second Closing, (ii) any agreement with a Governmental Authority entered into prior to the Second Closing or (iii) the receipt of prepaid amounts by the Acquired Companies or any of their Subsidiaries prior to the Second Closing. (l) Seller is not a party to any tax allocation or sharing agreement. No claim “foreign person” within the meaning of Treasury Regulations Section 1.1445-2. (m) no election has ever been made with respect to Seller treat CCP or any its Subsidiaries as associations taxable as corporations for U.S. federal income tax purposes and each is and has been properly treated as a disregarded entity as defined in Treasury Regulations Section 301.7701-3(b)(ii) since all of the Target Entities equity of CCP was acquired by any authority Seller. (n) none of the Acquired Companies or their Subsidiaries have constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a) of the Code) in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any distribution of stock qualifying for tax-free treatment under Section 355 of the Target Entities is or may be subject Code in the two years prior to taxation by that jurisdiction. As of the date of this Agreement. (o) no written power of attorney that has been granted by Seller, there are no Liens the Acquired Companies or their Subsidiaries currently is in force with respect to any matter relating to Taxes upon any of the assets of Acquired Companies and their Subsidiaries that would continue in effect after the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsSecond Closing.

Taxes and Tax Returns. The Seller (a) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, RISCORP and the Target Entities RISCORP Subsidiaries have (i) have duly and timely filed (taking into account any extension of time within which to fileor there has been filed on their behalf) with appropriate governmental authorities all income, franchise, and similar Tax Returns and all other material Tax Returns tax returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether them, on or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third partydate hereof, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, extent that any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect failure to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that maytimely file would not, individually or in the aggregate, have a Material Adverse Effect on RISCORP, and (ii) duly paid in full or made provisions in RISCORP Consolidated Financial Statements in accordance with GAAP (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as hereinafter defined) for all periods ending on or prior to the date hereof. (b) All such returns are not disclosed correct and complete in all material respects and there are no deficiencies for Taxes (as hereinafter defined) that have been proposed, asserted or provided for assessed against RISCORP or its Tax Affiliates that remain unpaid. (c) 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 RISCORP or the RISCORP Subsidiaries wherein an adverse determination or ruling in any one such proceeding or in all such proceedings in the Financial Statementsaggregate would have a Material Adverse Effect on RISCORP. (d) The RISCORP Disclosure Letter lists all tax returns that have been audited and indicates all tax returns that are currently the subject of audit. Neither Since September 17, 1997 and, prior to September 17, 1997, to the Seller actual knowledge of RISCORP, without independent investigation or inquiry, neither RISCORP nor any Tax Affiliate has granted any extension or waiver of the Target Entities has waived any statute of limitations in respect period on the assessment of any material Taxes which period (after giving effect to such extension or agreed waiver) has not expired. Since September 17, 1997 and, prior to September 17, 1997, to the Knowledge of RISCORP, neither RISCORP nor any extension Tax Affiliate has granted power of time attorney with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party matter relating to any tax allocation material Tax. Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or sharing agreement. No inquiry, no claim has ever been made with respect to Seller or any of the Target Entities by any an authority in a jurisdiction where Seller and the Target Entities do RISCORP or any Tax Affiliate does not file Tax Returns tax returns that Seller or any of the Target Entities it is or may be subject to taxation by Tax in that jurisdiction. As . (e) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, RISCORP and each Tax Affiliate has withheld and paid all Taxes required to have been paid in connection with amounts paid or owing to any employee, independent contractor, stockholder, partner or third party. (f) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, neither RISCORP nor any Tax Affiliate is a party to any Tax allocation, sharing or similar agreement. (g) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, neither RISCORP nor any Tax Affiliate has been a member of an affiliated group filing or consolidated federal income tax return (other than a group the common parent of which was RISCORP). (h) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, neither RISCORP nor any Tax Affiliate has made any payments, 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 Section 280G of the date Internal Revenue Code of this Agreement1986, there are as amended (the "Code") or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (i) Since September 17, 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, no Liens consent under Section 341(f) of the Code has been filed with respect to RISCORP or any Taxes upon Tax Affiliate. (j) Neither RISCORP nor any Tax Affiliate has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the assets Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Target EntitiesCode. (k) Since September 17, other than Permitted Liens 1997 and, prior to September 17, 1997, to the actual knowledge of RISCORP, without independent investigation or inquiry, no claim for unpaid Taxes not yet due and payable has become a lien or not yet delinquent encumbrance of any kind against the property of RISCORP or that are being contested in good faith and by appropriate proceedingsany Tax Affiliate.

Taxes and Tax Returns. The Seller 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, and any reference to Buyer shall be deemed to include its Subsidiaries, including any predecessors of its Subsidiaries, except where explicitly inconsistent with the Target Entities language of this Section 4.12. Except as set forth on Schedule 4.12 of the Buyer Disclosure Schedule: (ia) Buyer and each of its Subsidiaries has filed all Tax Returns that it was required to file under applicable laws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed consistent with requirements of applicable law or regulation. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations. Taxes due and owing by Buyer or any of its Subsidiaries (whether or not shown on any Tax Return) have timely filed (taking into account been paid other than Taxes that have been reserved or accrued on the balance sheet of Buyer and which Buyer is contesting in good faith. Buyer is not the beneficiary of any extension of time within which to file) all income, franchise, file any Tax Return and similar neither Buyer nor any of its Subsidiaries currently has any open tax years. No claim has ever been made by an authority in a jurisdiction where Buyer 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 all other material Tax Returns required to be filed by payable) upon any of them the assets of Buyer or any of its Subsidiaries. (b) Buyer has withheld and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect required to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has have been withheld and remitted to the appropriate Governmental Entity paid in connection with any Taxes amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor independent contractor, creditor, shareholder, or other third party. (c) No foreign, except federal, state, or local tax audits or administrative or judicial Tax proceedings are being conducted or to Buyer's Knowledge are pending with respect to matters contested in good faithBuyer. As Other than with respect to audits that have already been completed and resolved, Buyer has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Buyer 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 Tax proposed, asserted, or assessed by any taxing authority against Buyer. (d) Buyer has made available to the Company true and complete copies of the date of this AgreementUnited States federal, there are not pending orstate, local, and foreign income Tax Returns filed with respect to Buyer for taxable periods ended on or after December 31, 2007. Buyer has made available to the Knowledge Company correct and complete copies of all examination reports, letter, rulings, technical advice memoranda, and similar documents, and statements of deficiencies assessed against or agreed to by Buyer filed for the Seller Management years ended on or after December 31, 2007. Buyer has timely and properly taken such actions in response to and, in compliance with notices, Buyer has received from the Target Entities, threatened, any audits, examinations, investigations or other proceedings IRS in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There information reporting and backup and nonresident withholding as are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are required by law. (e) Buyer has not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any a Tax assessment or deficiency. (f) Buyer 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). Neither Buyer 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 Seller nor any meaning of Code Section 6662 or 6662A and has not participated in a "reportable transaction" within the meaning of Section 1.6011-4(b) of the Target Entities Treasury Regulations. Buyer is not a party to or bound by any tax Tax allocation or sharing agreement. No claim Buyer (i) has ever 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 Buyer), 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 Buyer) 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 Buyer (i) did not, as of the end of the most recent period covered by the Buyer 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 Buyer 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 Buyer in filing its Tax Returns. Since the end of the most recent period covered by the Buyer SEC Reports filed prior to the date hereof, Buyer 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) Buyer shall not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) "closing agreement" as described in Code Section 7121 (or any corresponding or similar provision of state, local 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 foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; (vi) election with respect to Seller or any the discharge of indebtedness under Section 108(i) of the Target Entities by Code; or (vii) any authority in a jurisdiction where Seller and similar election, action, or agreement that would have the Target Entities do not file Tax Returns that Seller effect of deferring any liability for Taxes of Buyer from any period ending on or before the Closing Date to any of period ending after the Target Entities is or may be subject to taxation by that jurisdiction. Closing Date. (i) As of the date hereof, Buyer is aware of this Agreement, there are no Liens with respect reason why the Merger will fail to any Taxes upon any qualify as a "reorganization" under Section 368(a) of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode.

Taxes and Tax Returns. The Seller Except, as to each statement below, where the inaccuracy of such statement would not result in an Acquiror Material Adverse Effect: (a) Each of Acquiror and the Target Entities (i) have timely its subsidiaries has duly filed (taking into account any extension of time within which to and until the Effective Time will so file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed or sent by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed or with respect to such Tax Returns them in respect of any Taxes and has duly paid (whether or not shown as and until the Effective Time will so pay) all Taxes due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any payable other than Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that charges which (i) are being contested in good faith and (ii) have not finally been determined. Acquiror and Acquiror Sub have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed or accrued, as applicable. Except as set forth in Acquiror Disclosure Schedule 4.7, (i) the federal income tax returns of Acquiror and Acquiror Sub have not been examined by appropriate proceedingsthe IRS (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Mississippi franchise tax returns of Acquiror and Acquiror Sub, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Acquiror or Acquiror Sub, and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action or made a claim in writing that Acquiror or Acquiror Sub is required to file a Return in such taxing authority’s jurisdiction. There is no currently outstanding waiver, extension or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns with respect to Acquiror or Acquiror Sub. (b) No liens for Taxes exist with respect to any of the assets or properties of Acquiror or any of its subsidiaries, except for liens for Taxes not yet due and payable.

Taxes and Tax Returns. The (a) Each of Seller and the Target Entities Subsidiaries has duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined) and has duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) have timely not finally been determined. Seller and the Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (i) the federal income tax returns of Seller and the Subsidiaries have not been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Tennessee and Delaware franchise tax returns of Seller and the Subsidiaries, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (taking into account and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all material respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Seller or the Subsidiaries, and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action. Neither Seller nor the Subsidiaries has given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in Seller Disclosure Schedule 3.7(b), neither Seller nor the Subsidiaries (i) has requested any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by file any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax written or unwritten agreement, arrangement or understanding providing for the allocation or sharing agreement. No claim of, or indemnification with respect to, Taxes; (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Seller or the Subsidiaries (nor does Seller or Seller Subsidiary have any Knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has been a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Section 355(a) of the Code within the past five years; (v) has ever been made with respect to a member of a consolidated, combined or unitary Tax group (other than a group of which Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As was the common parent); or (vi) has ever engaged in any “listed transaction” within the meaning of the date Treasury Regulation Section 1.6011-4(b)(2). (c) For purposes of this Agreement, there are no Liens “Taxes” shall mean all taxes, charges, fees, levies or other assessments imposed by any taxing authority (domestic or foreign), including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any Taxes upon kind whatsoever, together with any of the assets of the Target Entitiesinterest and any penalties, other than Permitted Liens for Taxes not yet due and payable additions to tax or not yet delinquent additional amounts imposed by any taxing authority (domestic or that are being contested in good faith and by appropriate proceedingsforeign).

Taxes and Tax Returns. The Seller (a) LFB and each LFB Subsidiary has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it on or before the Effective Time in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to HUBCO in writing) or against which reserves have been established. LFB and each LFB Subsidiary has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of LFB or such LFB Subsidiary through such date. None of the federal or state income tax returns of LFB or any LFB Subsidiary have been examined by the Internal Revenue Service (the "IRS") or the New Jersey Division of Taxation within the past six years. To the best knowledge of LFB, except as disclosed in the LFB Disclosure Schedule, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon LFB or any LFB Subsidiary, nor has LFB or any LFB Subsidiary given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as disclosed in the LFB Disclosure Schedule, neither LFB nor any LFB Subsidiary (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by LFB or such LFB Subsidiary (nor does LFB have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method), or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to Code apply. (c) Neither LFB nor any Taxes upon LFB Subsidiary has any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingstax loss carryforwards.

Taxes and Tax Returns. The Seller (a) Except as disclosed in Section 3.10 of the Disclosure Schedule, Company and the Target Entities (i) Company Subsidiary have duly and timely filed or caused to be filed (taking into account any extension of time within which to fileincluding all applicable extensions) all incomefederal, franchisestate, foreign and similar Tax Returns and all other material local Tax Returns required to be filed by any it or with respect to it on or prior to the date of them and this Agreement (all such filed Tax Returns are being accurate and complete and accurate in all material respects; ) and (ii) have has duly and timely paid or caused to be paid on their behalf all Taxes owed with respect to such Tax Returns (whether or not shown as that are due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any payable other than Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters are being contested in good faith. As , which have not been finally determined, and are adequately reserved against or provided for (in accordance with GAAP) on the most recent consolidated financial statements of the Company. Through the date of this Agreementhereof, there are Company and Company Subsidiary do not pending or, to the Knowledge have any liability for Taxes in excess of the Seller Management amount reserved or the Target Entitiesprovided for on their financial statements (but excluding, threatenedfor this purpose only, any liability reflected thereon for deferred Taxes to reflect timing differences between Tax and financial accounting methods). (b) There are no audits, examinations, investigations disputes or other proceedings pending or threatened in writing with respect to, or claims or assessments asserted or threatened in writing for, any material amount of Taxes upon Company or Tax matters with respect to Seller Company Subsidiary. (c) There is no waiver or any extension of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any application of the Target Entities has waived any statute of limitations in respect of Taxes any jurisdiction regarding the assessment or agreed to collection of any extension of time Tax with respect to any Tax assessment the Company and Company Subsidiary, which waiver or deficiency. extension is in effect. (d) Neither the Seller Company nor any of the Target Entities Company Subsidiary is a party to, is bound by, or has any obligation under, any Tax sharing, allocation, indemnity or 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. (e) The Company and the Company Subsidiary have complied in all respects with all applicable laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws, including any Taxes in connection with any amounts paid or owing to any tax allocation present or sharing agreement. former employee, officer, director, independent contractor, creditor, stockholder or any other third party. (f) No claim Seller is a foreign person within the meaning of Treasury Regulation section 1.1445-2(b)(2) and section 1445(f)(3) of the Code. (g) Neither the Company or the Company Subsidiary has ever engaged in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (h) The Company and the Company Subsidiary have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. (i) Neither Company nor the Company Subsidiary (i) has been made with respect to Seller a member of an “affiliated group” (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (ii) has any liability or obligation for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise. (j) Neither Company nor the Target Entities Company Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date. (k) No written claim has been made within the past five (5) years by any an authority in a jurisdiction where Seller and Company or the Target Entities do Company Subsidiary does not file Tax Returns that Seller Company or any of the Target Entities Company Subsidiary is or may be subject to taxation by that jurisdiction. As . (l) Neither Company nor the Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the date Code) in a distribution of this Agreementstock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (m) Company and the Company Subsidiary have accurately prepared and timely filed any and all Tax Returns in connection with the determination, there are no Liens with respect reporting, assessment or collection of any Tax payable or reportable by any (i) medical and health savings accounts, (ii) accounts relating to any a retirement and welfare benefit plan or arrangement and (iii) accounts relating to other qualified or non-qualified employee benefit plan or arrangement, for which Company or the Company Subsidiary provides trustee or custodial type services thereto, and caused all Taxes upon any of to be paid thereon from the assets of the Target Entitiesapplicable account, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested Company and the Company Subsidiary have complied with all tax withholding obligations and responsibilities applicable to it in good faith such capacities, all as required by the Code, and by appropriate proceedings.all applicable foreign, state and local tax laws and regulations

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity other than Taxes that (i) are being contested in good faith, which have not pending orbeen finally determined, and (ii) have been adequately reserved against in accordance with GAAP on FNB’s most recent consolidated financial statements. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of an intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet and has not been a “United States real property holding company” 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Taxing Authority, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Taxing Authority and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). CBI has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning January 1, 2008 or later and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. The (a) All income and other material Tax Returns required to have been filed by or with respect to Seller or the Purchased Assets have been duly and the Target Entities (i) have timely filed (taking into account any extension applicable extensions of time within which to file) all income, franchise), and similar each such Tax Returns Return is true, correct and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all . All Taxes owed by Seller or with respect to such Tax Returns the Purchased Assets (whether or not shown as on any Tax Return) have been timely paid. Seller has adequately provided for, in books of account and related records, Liability for all unpaid Taxes of Seller, being current Taxes not yet due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes payable. (b) There is no action, audit, dispute or other amounts that they were obligated to withhold from amounts owing to any employee, creditor claim now in process or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management Seller, proposed or the Target Entitiesthreatened against, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to to, Seller or any of the Target EntitiesPurchased Assets in respect of any Taxes. No claim has been made against Seller by an authority in a jurisdiction where Seller does not file Tax Returns that it is subject to taxation by that jurisdiction. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor Encumbrances on any of the Target Entities Purchased Assets with respect to Taxes other than Taxes not yet due and payable. (c) Seller has waived withheld and timely paid all Taxes in excess of $20,000 required to have been withheld and paid and has complied in all material respects with all information reporting and backup withholding requirements. (d) Seller is not subject to a waiver of any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any a Tax assessment or deficiency. Neither . (e) Seller is not subject to any private ruling from any taxing authority or any Contract with a taxing authority. (f) Seller is not a “foreign person” within the Seller nor any meaning of Section 1445 of the Target Entities is a party to any tax allocation or sharing agreement. No claim Code. (g) Seller has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens filed FinCEN Form 114 with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens financial interest in or signature authority over a foreign financial account for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingseach applicable year.

Taxes and Tax Returns. The (a) Seller and the Target Entities (i) have has timely filed (taking into account any extension of time within which or timely requested extensions to file) file all income, franchise, and similar Tax Returns and related to the Purchased Assets which are currently due or, if not yet due, will timely file or timely request extensions to file all other material such Tax Returns required to be filed by any of them it for all taxable periods ending on or before the Closing Date and all such filed Tax Returns are are, or will be when filed, true, correct and complete and accurate in all material respects; and (ii) have paid . Copies of all Taxes owed with respect to such Tax Returns requested by Purchaser for taxable years that remain open under the applicable statute of limitations have been made available to Purchaser; (whether or b) Seller has paid to the appropriate Governmental Authority, or, if payment is not yet due, will pay, to the appropriate Governmental Authority all Taxes related to the Purchased Assets shown as due and owing on the Tax ReturnsReturns referred to in Section 3.21(a). ; (c) No extension of time has been requested or granted for Seller to file any Tax Return related to the Purchased Assets that has not yet been filed or to pay any Tax related to the Purchased Assets that has not yet been paid; (d) Seller has not received notice in writing of a determination or reassessment by a Governmental Authority that Taxes are owed by Seller related to the Purchased Assets (such determination to be referred to as a “Tax Deficiency”) that has not been resolved and, to Seller’s Knowledge, no Tax Deficiency related to the Purchased Assets is proposed or threatened; (e) All Tax Deficiencies related to the Purchased Assets have been paid or finally settled and all amounts determined by settlement to be owed have been paid; (f) Except in the case of a Lien for Taxes not yet due and payable, there is no unpaid Tax that constitutes a Lien upon any of the Purchased Assets; (g) There are no presently outstanding waivers or extensions, or requests for waiver, or extension of the time relating to the Purchased Assets within which a Tax Deficiency may be asserted or assessed; (h) There are no pending or, to Seller’s Knowledge, threatened, Tax Audits of Seller regarding the Purchased Assets; (i) There are no requests for rulings in respect of any Tax pending between Seller and each any Governmental Authority relating to the Purchased Assets; (j) None of the Target Entities Purchased Assets owned by Subsidiary Seller constitutes a “United States Real Property Interest” within the meaning of Section 897(c)(1) of the Code; (k) Subsidiary Seller has withheld collected or self-assessed and remitted to the appropriate Governmental Entity any Authority all sales, harmonized sales, goods and services, and use or similar Taxes required to have been collected or other amounts that they were obligated to withhold from amounts owing to any employeeself-assessed; (l) Subsidiary Seller is registered for goods and services and tax/harmonized sales tax purposes under Part IX of the Excise Tax Act (Canada) and its GST/HST registration number is #888536687RT0001; and (m) Seller has, creditor or third party, except with respect to matters contested the Business, withheld from each payment made to other persons the amount of all Taxes and other deductions required to be withheld and has remitted such amounts when due, in good faith. As the form required under appropriate laws, or made adequate provision for the payment of the date of this Agreement, there are not pending orsuch amounts, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsGovernmental Authority.

Taxes and Tax Returns. The Seller Miramar and the Target Entities (i) have each Miramar Subsidiary has filed in a timely filed (taking into account any extension of time within which to file) manner all incomenecessary Tax returns, franchiseelections, designations, forms and similar Tax Returns and all other material Tax Returns required to be filed by any of them notices and all such filed Tax Returns returns, elections, designations, forms and notices are true complete and accurate correct in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller Miramar and each of the Target Entities its Subsidiaries has withheld and remitted paid all applicable Taxes for all periods prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, hereof to the Knowledge extent that such Taxes have become due or have been alleged to be due and none of the Seller Management Miramar or the Target Entitiesany Miramar Subsidiary is aware of any Tax deficiencies or interest or penalties accrued or accruing, threatenedor alleged to be accrued or accruing, any auditsthereon where, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitiesabove cases, it might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), or in the earnings, business, affairs or prospects of Miramar or any Miramar Subsidiary. There are no unresolved questions agreements, waivers or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided other arrangements providing for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any an extension of time with respect to the filing of any Tax assessment or deficiency. Neither the Seller nor return by any of them or the Target Entities is payment of any material Tax, governmental charge, penalty, interest or fine against any of them. There are no material actions, suits, proceedings, investigations or claims now threatened or pending against Miramar or any Miramar Subsidiary which could result in a party material liability in respect of Taxes, charges or levies of any Governmental Entity, penalties, interest, fines, assessments or reassessments or any matters under discussion with any Governmental Entity relating to Taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority. Miramar and each Miramar Subsidiary has withheld (where applicable) from each payment to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any non-resident of Canada and each of the Target Entities by any authority in a jurisdiction where Seller present and former officers, directors, employees and consultants thereof the Target Entities do amount of all Taxes and other amounts, including, but not file limited to, income Tax Returns that Seller and other deductions, required to be withheld therefrom, and has paid the same or any of will pay the Target Entities is or may be subject same when due to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of proper Governmental Entity within the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingstime required under applicable Tax legislation.

Taxes and Tax Returns. The Seller (a) Merchants and each Merchants Subsidiary have duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and except as set forth in the Merchants Disclosure Schedule, each has duly paid (and until the Effective Time will so pay) all such taxes shown as due on such returns, other than taxes or other charges which are being contested in good faith (and disclosed to Valley in writing). Merchants and each Merchants Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Merchants or any Merchants Subsidiary through such date, which reserves are adequate for such purposes. To the knowledge of Merchants, except as set forth in the Merchants Disclosure Schedule, the federal income tax returns of Merchants and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Merchants, except as set forth in the Merchants Disclosure Schedule, the applicable state income and local tax returns of Merchants and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Merchants, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Merchants or any of its Subsidiaries, nor except as set forth in the Merchants Disclosure Schedule, has Merchants or any of its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Merchants Disclosure Schedule, neither Merchants nor any of its Subsidiaries (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Merchants or any Merchants Subsidiary (nor does Merchants have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller (A) Prosperity and the Target Entities (i) each Prosperity Subsidiary have duly and timely filed (or caused to be filed, taking into account any extension of time within which to file) all incomeapplicable extensions, franchiseall material U.S. federal, state, foreign and similar Tax Returns local tax returns and all other material Tax Returns reports required to be filed by any them on or before the date of them and this Agreement (all such filed Tax Returns are returns and reports being accurate and complete and accurate in all material respects; ) and (ii) have duly paid or caused to be paid on their behalf all Taxes owed with respect to such Tax Returns (whether or not shown as material taxes that are due and owing payable by them on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of before the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or 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 Prosperity nor any Prosperity Subsidiary has any material liability for taxes in excess of the amount reserved or provided for on their respective financial statements as of the date thereof. (B) There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Prosperity or any Prosperity Subsidiary, nor has Prosperity or any Prosperity Subsidiary given or been requested in writing to 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, if required by appropriate proceedingsLaw, have been withheld by Prosperity and each Prosperity Subsidiary from their respective employees, independent contractors, creditors, shareholders or other third parties for all periods in material compliance with the tax withholding provisions of applicable Law. (D) The U.S. federal income tax returns of Prosperity and each Prosperity Subsidiary with respect to all taxable periods beginning on or after December 31, 2015 have not been audited or examined by the IRS and no such audit is currently pending or, to the Best Knowledge of Prosperity, threatened. 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 Prosperity or any Prosperity Subsidiary, which waiver or extension is in effect. (E) No jurisdiction where Prosperity and its Subsidiaries do not file a tax return has made a claim in writing that any of Prosperity and its Subsidiaries is required to file a tax return in such jurisdiction. (F) No Liens for taxes exist with respect to any of the assets of Prosperity and its Subsidiaries, except for statutory Liens for taxes not yet due and payable. (G) Neither Prosperity nor any Prosperity Subsidiary has entered into, or has any obligation under, any tax sharing agreement, tax allocation agreement, tax indemnity agreement, or similar contract or arrangement to indemnify any other Person with respect to taxes that will require any payment by Prosperity or any Prosperity Subsidiary after the date of this Agreement. (H) Neither Prosperity nor any Prosperity Subsidiary has been, within the past two years or otherwise, part of a “plan (or series of related transactions)” within the meaning of § 355(e) of the Code of which the transactions contemplated hereby are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of § 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under § 355 of the Code. (I) Neither Prosperity nor any of its Subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1). (J) Neither Prosperity 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 was Prosperity); or (ii) has any liability for the taxes of any Person (other than Prosperity or any of 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. (K) Since January 1, 2015, neither Prosperity nor any of its Subsidiaries has 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 Prosperity or any of its Subsidiaries, and the 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 Prosperity or any Prosperity Subsidiary). (L) Neither Prosperity 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 Prosperity nor any of its Subsidiaries has any application pending with any Governmental Authority 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 Authority with respect to Prosperity or any of its Subsidiaries.

Taxes and Tax Returns. The Seller Each of Buyer and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true and complete in all material respects. Neither Buyer nor any of its Subsidiaries is the beneficiary of any extension of time within which to file) all income, franchise, and similar file any material Tax Return (other than extensions to file Tax Returns obtained in the Ordinary Course). All material Taxes of Buyer and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns its Subsidiaries (whether or not shown as due and owing on the any Tax Returns)) that are due have been fully and timely paid. Seller Each of Buyer and each of the Target Entities its Subsidiaries has withheld and remitted paid all material Taxes required to the appropriate Governmental Entity any Taxes have been withheld and paid in connection with amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor creditor, shareholder, independent contractor or other third party, except with respect . The accrual for Taxes on the most recent balance sheet of Buyer would be adequate to matters contested in good faith. As pay all Tax liabilities of Buyer and its Subsidiaries if its current tax year were treated as ending on the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target EntitiesClosing Date. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time liens with respect to Taxes upon any Tax assessment or deficiency. Neither the Seller nor any asset of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller Buyer or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, its Subsidiaries other than Permitted Liens liens for Taxes not yet due and payable payable. Neither Buyer nor any of its Subsidiaries is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law by reason of any change in any accounting methods, and will not yet delinquent be required to make such an adjustment as a result of the transactions contemplated by this Agreement, and there is no application pending with any governmental authority requesting permission for any changes in any of accounting methods of the Buyer or that any of its Subsidiaries for Tax purposes. Neither Buyer 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 being contested no threatened in good faith writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Buyer and its Subsidiaries or the assets of Buyer and its Subsidiaries. Neither Buyer nor any of its Subsidiaries is a party to or is bound by appropriate proceedingsany Tax sharing, allocation or indemnification agreement or arrangement. Neither Buyer nor any of its Subsidiaries (i) has been a member of an affiliated group filing a (other than either an agreement or arrangement exclusively between or among Buyer and its Subsidiaries or a commercial Tax indemnity in a contract the primary purpose of which is not Taxes) consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Buyer) or (ii) has any liability for the Taxes of any person (other than Buyer or any of 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 Buyer nor any of its Subsidiaries has 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 qualify for tax-free treatment under Section 355 of the Code. Neither Buyer nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1) or any “tax shelter” within the meaning of Section 6662 of the Code. At no time during the time period specified in Section 897(c)(1)(A)(ii) of the Code has Buyer been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. The (a) Each of Seller and the Target Entities Seller Subsidiaries, and the affiliated, combined or unitary group (within the meaning of applicable federal income tax law) of which any such corporation is or was a member, as the case may be (individually a "SELLER AFFILIATE" and collectively, "SELLER AFFILIATES"), has duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements ("RETURNS") required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined), and has duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) have timely filed not finally been determined. Seller, the Seller Subsidiaries and the Seller Affiliates have established (taking into account and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (i) the federal income tax returns of Seller, the Seller Subsidiaries and the Seller Affiliates have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Texas franchise tax returns of Seller, the Seller Subsidiaries and the Seller Affiliates have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Seller or any of the Seller Subsidiaries or Seller Affiliates, nor has Seller or any of the Seller Subsidiaries or Seller Affiliates given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in Seller Disclosure Schedule 3.7(b), none of Seller or any of the Seller Subsidiaries or Seller Affiliates (i) has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax written or unwritten agreement, arrangement or understanding providing for the allocation or sharing agreement. No claim of, or indemnification with respect to, Taxes, (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Seller or any Seller Subsidiary or Seller Affiliate (nor does Seller have any knowledge that the IRS has proposed any such adjustment or change of accounting method), (iv) has filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply, (v) has been a "distributing corporation or a "controlled corporation" in a transaction intended to qualify under Section 355(a) of the Code within the past five years, (vi) has ever been made with respect to a member of a consolidated, combined or unitary Tax group (other than a group of which Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As was the common parent) or (vii) has ever engaged in any "listed transaction" within the meaning of the date Treasury Regulation Section 1.6011-4(b)(2). (c) For purposes of this Agreement, there are no Liens "TAXES" shall mean all taxes, charges, fees, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any Taxes upon kind whatsoever, together with any of the assets of the Target Entitiesinterest and any penalties, other than Permitted Liens for Taxes not yet due and payable additions to tax or not yet delinquent additional amounts imposed by any taxing authority (domestic or that are being contested in good faith and by appropriate proceedingsforeign).

Taxes and Tax Returns. The Seller (a) Except as set forth in the Valley Disclosure Schedule, or as would not have a Material Adverse Effect on Valley or VNB, Valley, VNB and the Target Entities (i) each of their Subsidiaries have timely filed (taking into account and until the Effective Time will so file) all material Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due and payable on such Returns, other than Taxes or other charges which are being contested in good faith (and disclosed to 1st United in writing). Except as set forth in the Valley Disclosure Schedule, Valley, VNB and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of Valley, VNB or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Valley Disclosure Schedule, the federal income Tax Returns of Valley, VNB and each of their Subsidiaries have been examined by the IRS (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Valley Disclosure Schedule, the applicable state income and local Tax Returns of Valley, VNB and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of each of Valley and VNB, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Valley, VNB or any of their Subsidiaries, nor has Valley, VNB or any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in the Valley Disclosure Schedule, neither Valley, VNB nor any of their Subsidiaries: (i) has requested any extension of time within which to file) all income, franchise, and similar file any Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of Taxes (except agreements between and/or among Valley, VNB and/or any of their Subsidiaries; (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Valley, VNB or any Subsidiary (nor does Valley or VNB have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Target Entities Code; (v) has been a party to any distribution occurring in the last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include Valley, VNB and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes of any person (other than Valley, VNB and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any authority transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has 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; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where Seller and the Target Entities do it does not file Tax Returns that Seller or any of the Target Entities it is or may be subject to taxation by that jurisdiction. As . (c) Except as set forth in the Valley Disclosure Schedule, (i) Valley, VNB and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Valley, VNB and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on Valley. (d) Valley has made available to 1st United correct and complete copies of: (i) all material Returns filed within the past three years by Valley, VNB and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to Valley, VNB or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by Valley, VNB or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) With respect to each Subsidiary indicated on the Valley Disclosure Schedule as being a real estate investment trust, (x) for all taxable years commencing with its first taxable year through the taxable year ended December 31, 2013, such Subsidiary has been subject to taxation as a real estate investment trust within the meaning of Section 856 of the Code and has satisfied all requirements to qualify as a real estate investment trust for such years; (y) has operated since its first taxable year to the date of this AgreementAgreement in a manner consistent with the requirements for qualification and taxation as a real estate investment trust; and (z) intends to continue to operate in such a manner as to qualify as a real estate investment trust for the current taxable year. None of the transactions contemplated by this Agreement will prevent any such Subsidiary or any of its Subsidiaries from so qualifying. No such Subsidiary of any Subsidiary is a corporation for U.S. federal income Tax purposes, there are no Liens other than a corporation that meets the requirements of representations (x) and (y) above. Notwithstanding the foregoing, with respect to any Taxes upon any periods prior to the acquisition of the assets ownership of each such Subsidiary by Valley, the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that representations of Valley are being contested in good faith and by appropriate proceedingsmade only to the knowledge of Valley.

Taxes and Tax Returns. The Seller (a) Each of YDKN and the Target Entities (i) have YDKN Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, all income and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each of YDKN and the Knowledge YDKN Subsidiaries. Neither YDKN nor any of the Seller Management YDKN Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon YDKN or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementYDKN Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where YDKN or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do YDKN Subsidiaries has not file filed Tax Returns such that Seller YDKN or any of the Target Entities YDKN Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, YDKN or any of this Agreementthe YDKN Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of YDKN and the YDKN Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of YDKN or any of the Target EntitiesYDKN Subsidiaries. Neither YDKN nor any of the YDKN Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among YDKN and the YDKN Subsidiaries. Neither YDKN nor any of the YDKN Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was YDKN, or (B) has any liability for the Taxes of any Person, other than YDKN or any of the YDKN Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither YDKN nor any of the YDKN Subsidiaries has been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. YDKN is not yet 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. Neither YDKN, nor any of the YDKN Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither YDKN nor any of the YDKN Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the U.S. Internal Revenue Service (“IRS”) has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). YDKN has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of YDKN and the YDKN Subsidiaries relating to all taxable periods beginning on and after January 1, 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to YDKN or the YDKN Subsidiaries. Neither YDKN, any of the YDKN Subsidiaries nor FNB, as a successor to YDKN, will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of YDKN or any of the YDKN Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. Neither YDKN nor any of the YDKN Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. (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, gains, property, capital, sales, transfer, use, payroll, bank shares tax, employment, severance, withholding, duties, intangibles, franchise, backup withholding, inventory, capital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i), and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treas. Reg § 1.1502-6(a) or not yet delinquent any predecessor or that are being contested in good faith and by appropriate proceedingssuccessor thereof of any analogous or similar provision under Law or otherwise.

Taxes and Tax Returns. The Seller (a) Each of Yadkin and the Target Entities (i) have its Subsidiaries has duly and timely filed or caused to be filed (taking into account any extension of time within which giving effect to fileall applicable extensions) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them them, and all such filed Tax Returns are true, correct, and complete and accurate in all material respects; . (b) All material Taxes of Yadkin and (ii) have paid all Taxes owed with respect to such Tax Returns its Subsidiaries (whether or not shown as due and owing on the any Tax Returns)) that are due have been fully and timely paid. Seller Each of Yadkin and each of the Target Entities its Subsidiaries has withheld and remitted paid to the appropriate relevant Governmental Entity any on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. person. (c) No claim has ever been made with respect to Seller or any of the Target Entities in writing by any authority Governmental Entity in a jurisdiction where Seller and the Target Entities do Yadkin or any of its Subsidiaries does not file Tax Returns that Seller Yadkin or any of the Target Entities such subsidiary is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there . (d) There are no Liens with respect to any for Taxes upon on any of the assets of the Target Entities, Yadkin or any of its Subsidiaries other than Permitted Liens for Taxes not yet due and payable payable. (e) Neither Yadkin 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 Yadkin and its Subsidiaries or the assets of Yadkin and its Subsidiaries which have not yet delinquent been paid or settled. (f) Neither Yadkin 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 Yadkin 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 Yadkin and its Subsidiaries). Neither Yadkin nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which Yadkin was the common parent) or (B) has any liability for the Taxes of any person (other than Yadkin 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 Yadkin nor any of its Subsidiaries has distributed stock to another Person, or has its stock distributed by another Person during the two-year period ending on the date hereof that are was intended to be governed in whole or in part by Sections 355 of the Code. (i) Neither Yadkin 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 Yadkin 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 contested in good faith and by appropriate proceedingstreated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Tax Returns. The Seller (a) Each of BCSB and the Target Entities (i) have BCSB Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar all Tax Returns and all other material Tax Returns (as defined in subsection (c) below) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each of BCSB and the Knowledge BCSB Subsidiaries. Neither BCSB nor any of the Seller Management BCSB Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon BCSB or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementBCSB Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where BCSB or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do BCSB Subsidiaries has not file filed Tax Returns such that Seller BCSB or any of the Target Entities BCSB Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, BCSB or any of this Agreementthe BCSB Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of BCSB and the BCSB Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of BCSB or any of the Target EntitiesBCSB Subsidiaries. Neither BCSB nor any of the BCSB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among BCSB and the BCSB Subsidiaries. Neither BCSB nor any of the BCSB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was BCSB, or (B) has any liability for the Taxes not yet due and payable of any Person, other than BCSB or not yet delinquent any of the BCSB Subsidiaries, under Treas. Reg. §1.1502-6, or that any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither BCSB nor any of the BCSB Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No shares of BCSB Common Stock are being contested owned by a Subsidiary of BCSB except for shares of BCSB Common Stock owned by trusts established in good faith connection with BCSB Benefit Plans and by appropriate proceedingsBaltimore County Savings Bank Foundation, Inc. BCSB 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. Neither BCSB, nor any of the BCSB Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither BCSB nor any of the BCSB Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of BCSB and the BCSB Subsidiaries relating to all taxable periods beginning on and after October 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to BCSB or the BCSB Subsidiaries. Neither BCSB, any of the BCSB Subsidiaries nor FNB, as a successor to BCSB, will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of BCSB or any of the BCSB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. (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, gains, property, capital, sales, transfer, use, payroll, bank shares tax, employment, severance, withholding, duties, intangibles, franchise, backup withholding, inventory, capital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i), and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treas. Reg. §1.1502-6(a) or any predecessor or successor thereof of any analogous or similar provision under Law or otherwise.

Taxes and Tax Returns. The Seller (a) For purposes of this Section 3.9, Edify shall include Edify and each Edify Subsidiary and any other affiliated or related corporation or entity if Edify or any Edify Subsidiary has or could have any material liability for the Target Entities (i) have timely Taxes of such corporation or entity. Edify has duly filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and it on or before the date hereof (all such filed Tax Returns are returns being accurate and complete and accurate in all material respects; ) and (ii) has duly paid or made provision in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP for the payment of all material Taxes that have paid all Taxes owed with respect been incurred or are due or claimed to such Tax Returns (whether be due from it by Taxing Authorities on or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of before the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, hereof other than Permitted Liens for Taxes not yet due and payable or (a) that (x) are not yet delinquent or that (y) are being contested in good faith and set forth in Section 3.9 of the Edify Disclosure Schedule and (b) that have not been finally determined. The charges, accruals, and reserves with respect to Taxes in the financial statements referred to in Sections 3.5 and 6.8 are adequate (determined in accordance with GAAP) and are at least equal to its liability for Taxes. There exists no proposed tax assessment against Edify except as disclosed in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by appropriate proceedingsEdify. All Taxes that Edify is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of Edify has been satisfied for all years to and including 1998. No Taxing Authority has notified Edify of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of Edify subsequent to 1994. There are no material disputes pending, or claims asserted, for Taxes or assessments of Edify, nor has Edify given or been requested to give any currently effective waiver extending the statutory period of limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by Edify for all periods for which returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Edify in the financial statements referred to in Sections 3.5 and 6.8 hereto. All Edify Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1994. Edify has provided or made available to S1 complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to Taxes for each taxable year or other relevant period as to which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Edify. (b) For purposes of this Agreement:

Taxes and Tax Returns. (a) HUBCO and HUBCO's subsidiaries have duly filed (and until the Effective Time will so file) all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to LFB in writing). HUBCO and HUBCO's subsidiaries have established on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO through such date. The Seller HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO and its Subsidiaries which have been examined by the Target Entities IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The HUBCO Disclosure Schedule identifies the applicable state income tax returns of HUBCO and its Subsidiaries which have been examined by the applicable authorities within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO or its Subsidiaries, nor has HUBCO or its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, neither HUBCO nor any Subsidiary of HUBCO (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by HUBCO or any of its Subsidiaries (nor does HUBCO have any knowledge that the Target Entities by IRS has proposed any authority in such adjustment or change of accounting method) or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are being contested in good faith, which have not pending orbeen finally determined, and (ii) have been adequately reserved against in accordance with GAAP on FNB’s most recent consolidated financial statements. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of an intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any taxable period or portion thereof ending after the Closing Date. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet and has not been a “United States real property holding company” 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). ANNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. The Seller and Except for matters that, individually or in the Target Entities aggregate, would not have a Material Adverse Effect on SuperMedia: (ia) All Tax Returns required to be filed by or with respect to SuperMedia or any SuperMedia Subsidiary for all taxable periods ending on or before the date hereof have been timely filed in accordance with applicable Law (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all ). All such filed Tax Returns are true, correct, and complete and accurate in all material respects; respects and (ii) have paid all Taxes owed were prepared in compliance with respect to such applicable Law. No claim has ever been made by a Governmental Entity in a jurisdiction where SuperMedia or any SuperMedia Subsidiary does not file Tax Returns that SuperMedia or any SuperMedia Subsidiary is or may be subject to Taxes in such jurisdiction. (whether or not shown as b) All Taxes of SuperMedia and each SuperMedia Subsidiary due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity payable have been timely paid, other than any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters amount which is being contested in good faithfaith by appropriate proceedings and for which adequate reserves have been established on SuperMedia’s most recent consolidated financial statements. The accruals and reserves for Taxes (without regard to deferred tax assets and deferred tax liabilities) of SuperMedia and each SuperMedia Subsidiary established in SuperMedia’s most recent consolidated financial statements are complete and adequate to cover any liabilities for Taxes that are not yet due and payable. (c) No deficiencies for Taxes have been proposed or assessed in writing against SuperMedia or any SuperMedia Subsidiary by any Governmental Entity, and neither SuperMedia nor any SuperMedia Subsidiary has received any written notice of any claim, proposal or assessment against SuperMedia or any SuperMedia Subsidiary for any such deficiency for Taxes. As of the date of this Agreement, there are not is no pending or, to the Knowledge of the Seller Management or the Target EntitiesSuperMedia, threatened, any auditsaudit, examinations, investigations judicial proceeding or other proceedings in respect of Taxes examination against or Tax matters with respect to Seller SuperMedia or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or SuperMedia Subsidiary with respect to any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial StatementsTaxes. Neither the Seller SuperMedia nor any of the Target Entities SuperMedia Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax the assessment or deficiency. Neither the Seller nor collection of any Taxes (other than pursuant to extensions of the Target Entities is a party time to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller obtained in the ordinary course of business). (d) SuperMedia and each SuperMedia Subsidiary has duly and timely withheld and paid to the appropriate Governmental Entity 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 third party. (e) There are no liens or other security interests upon any property or assets of SuperMedia or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this AgreementSuperMedia Subsidiary for Taxes, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens except for liens for Taxes not yet due and payable payable. (f) Neither SuperMedia nor any SuperMedia Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the past two (2) years. (g) Neither SuperMedia nor any SuperMedia Subsidiary (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is SuperMedia) filing a consolidated federal income Tax Return, (ii) has any liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, or (iii) is, or ever has been, a party to any agreement for the sharing, indemnification, or allocation of Taxes (other than agreements among SuperMedia and any SuperMedia Subsidiary and other than customary indemnifications for Taxes contained in credit or other commercial agreements the primary purposes of which do not yet delinquent relate to Taxes). (h) Neither SuperMedia nor any SuperMedia Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for a taxable period ending after the Closing Date of as a result of any (i) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign Law) for a taxable period ending on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date, or (v) election by SuperMedia or any SuperMedia Subsidiary under Section 108(i) of the Code. (i) Neither SuperMedia nor any SuperMedia Subsidiary has engaged in any “listed transaction” within the meaning of Section 6011 of the Code (including the Treasury Regulations promulgated thereunder). (j) Neither SuperMedia nor any SuperMedia Subsidiary is a party to any agreement, contract, arrangement or plan that are being contested has resulted or could result, separately or in good faith the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Section 280G of the Code in connection with the transactions contemplated by this Agreement or (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code. There is no Contract to which SuperMedia or any SuperMedia Subsidiary is a party or by which SuperMedia or any SuperMedia Subsidiary is bound to compensate any employee, independent contractor or director of SuperMedia or any SuperMedia Subsidiary for excise taxes paid pursuant to Section 4999 of the Code. (k) As used in this Agreement, the term “Tax” or “Taxes” means all United States federal, state, local, and by appropriate proceedingsforeign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, backup withholding, duties, intangibles, franchise, and other taxes, charges, fees, levies or like assessments, together with all penalties and additions to tax and interest thereon.

Taxes and Tax Returns. The Except as set forth on Section 5.12 of the Seller Disclosure Schedule: (a) Each of the Seller and each of its Subsidiaries (referred to for purposes of this Section 5.12, collectively, as the Target Entities ‘‘Seller Companies’’) has (i) have timely filed (taking into account any extension of time within which to fileor had timely filed on its behalf) with the appropriate Governmental Authorities all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them it (giving effect to all extensions), and all such filed Tax Returns are true, correct and complete and accurate in all material respects; and (ii) timely paid (or had timely paid on its behalf) all material Taxes required to have been paid by it. The most recent financial statements contained in the Sellers’ filed SEC reports reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes payable by the Seller Companies for all taxable periods and portions thereof through the date of such financial statements. (b) There are no material liens for Taxes upon any property or assets of the Seller Companies, 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 reserves have been established. (c) The Seller Companies have complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and have duly and timely withheld and have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted over to the appropriate Governmental Entity any Taxes Authorities all material amounts required to be so withheld and paid over on or other amounts that they were obligated prior to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. the due date thereof under all applicable Laws. (d) As of the date of this Agreement, there no federal, state, local or foreign audits or other administrative proceedings or court proceedings are not presently pending or, with regard to the Knowledge any Taxes or Tax Returns of the Seller Management Companies, and none of the Seller Companies has received a written notice of any material pending or the Target Entitiesproposed claims, threatened, any audits, examinations, investigations audits or other proceedings in respect of Taxes or Tax matters with respect to Seller or any Taxes. (e) None of the Target Entities. There are no unresolved questions or claims concerning the Seller or Companies has granted in writing any Target Entity's Tax liabilities that may, individually or power of attorney which is currently in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time force with respect to any Taxes or Tax assessment or deficiency. Neither Returns. (f) None of the Seller nor Companies 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 Target Entities statute of limitations with respect to Taxes or Tax Returns have been given by or on behalf of the Seller Companies. (g) None of the Seller Companies is a party to any tax allocation agreement providing for the allocation, sharing or sharing agreement. indemnification of Taxes. (h) None of the Seller Companies has been included in any ‘‘consolidated,’’ ‘‘unitary’’ or ‘‘combined’’ Tax Return (other than Tax Returns which include only the Seller and any Seller Company) 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. (i) No claim has ever been made with respect to Seller or any of the Target Entities in writing by any authority Governmental Authorities in a jurisdiction where the Seller and the Target Entities Companies do not file Tax Returns that Seller or any of the Target Entities is such entity is, or may be be, subject to taxation by that jurisdiction. As . (j) The Seller Companies have made available to the Parent copies of (i) all of their material income 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 due from or with respect to the Seller Companies, and (iii) any closing letters or agreements entered into by the Seller or any Seller Company with any Governmental Authorities within the past five (5) years with respect to Taxes. (k) None of the Seller Companies has received any written notice of deficiency or assessment from any Governmental Authority for any amount of Tax that has not been fully settled or satisfied. (l) None of the Seller Companies has 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 intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement, there are no Liens with respect Agreement (or will constitute such a corporation in the two years prior to any Taxes upon any the Closing Date) or which otherwise constitutes part of a ‘‘plan’’ or ‘‘series of related transactions’’ within the meaning of Section 355(e) of the assets of Code in conjunction with the Target Entities, other than Permitted Liens for Taxes not yet due Offer and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsthe Merger.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all income or other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Except as disclosed in Section 4.10 of the FNB Disclosure Schedules, neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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 intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet due and payable 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or not yet delinquent entered into any written agreement with, or that are being contested in good faith and by appropriate proceedings.obtained or

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all income or other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Except as disclosed in Section 4.10 of the FNB Disclosure Schedules, neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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 intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has made available to MBI complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2011, and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. (a) The Seller has duly and the Target Entities (i) have timely filed (taking into account any extension of time within which to file) all incomeTax Returns. Except as set forth in the Disclosure Schedule, franchiseeach such Tax Return is true, accurate and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate complete. The Seller has paid in all material respects; and (ii) have paid full all Taxes owed with respect to for the period covered by such Tax Returns (whether or not shown as due and owing on the Tax Returns)Return. Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for All Taxes not yet due and payable have been withheld or reserved for or, to the extent that they relate to periods on or prior to the date of the Seller Balance Sheet, are reflected as a liability thereon. The Seller duly and properly filed an election to be an S corporation and such election is currently in effect, under section 1362 of the Code and the rules and regulations promulgated thereunder. Such election has been in effect without interruption, including without limitation any inadvertent termination which has been reinstated, since 1990. During the year 1990, and at all times thereafter, all of the current and former stockholders of the Seller are and have been permitted stockholders under Section 1362 of the Code and the rules and regulations promulgated thereunder. During the year 1990 and all times thereafter, the Seller's federal S election has been recognized and given effect and the Seller has made an appropriate and timely election to be treated as an S corporation for state income taxation purposes in the State of Arizona. (b) The Seller 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 over under applicable Requirements of Law. (c) No deficiency for any Taxes has been asserted or assessed against the Seller that has not yet delinquent been resolved and paid in full or fully reserved for and identified on the Seller Balance Sheet and, to the knowledge of the Seller and Shareholders, no deficiency for any Taxes has been proposed that are being contested has not been fully reserved for and identified on the Seller Balance Sheet. The Seller has not received any outstanding and unresolved notices from the IRS or any other Taxing Authority of any proposed examination or of any proposed change in good faith reported information relating to the Seller. 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 Seller's Taxes or Tax Returns. (d) No waiver or comparable consent given by appropriate proceedingsthe Seller regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the knowledge of the Seller and the Shareholders, is any request for any such waiver or consent pending. (e) None of the Purchased Assets 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. (f) No state of facts exists or has existed that would constitute grounds for the assessment of Tax liability with respect to period that have not been audited by the IRS or any other Taxing Authority.

Taxes and Tax Returns. The Seller (a) Sterling has previously delivered or made available to Roma copies of the federal, state and local income tax returns of Sterling, Sterling Bank and the Target Entities Sterling Subsidiaries (ib) have timely filed (taking into account any extension None of time within which to file) all incomeSterling, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller Sterling Bank or any Sterling Subsidiary has granted any waiver of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in with respect of Taxes to, or agreed to any extension of time a period for the assessment of, any taxes, or is subject to a power of attorney with respect to any Tax assessment 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 deficiency. Neither the Seller nor any of the Target Entities Sterling Subsidiary has made any payment, is obligated to make any payment or is a party to any tax allocation contract, agreement or sharing agreement. No claim has ever been made with respect other arrangement that could obligate it to Seller make any payment that would be exceed the amounts that are eligible to be a deduction under Section 280G or any 162(m) of the Target Entities Code. The Employment Agreement entered into by any authority in a jurisdiction where Seller and Sterling Bank with Xxxxxx X. Xxxx has been amended as necessary prior to the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date execution of this Agreement, there are no Liens 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 ended December 31, 2009, that was eligible to be offset by “pre-change losses” was not subject to the “Section 382 limitation” within the meaning of and as provided in Section 382(a) of the Code. (i) Proper and accurate amounts have been withheld by Sterling, Sterling Bank and the Sterling Subsidiaries from their employees and others for 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 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 charges due to any Taxes upon any of federal, state or local taxing authority; and (iii) the assets of the Target Entities, other than Permitted Liens for Taxes not yet amounts shown on such returns to be due and payable have been paid in full or not yet delinquent adequate provision therefor has been included by Sterling in the Financial Statements of Sterling. (f) None of Sterling, Sterling Bank or any Sterling Subsidiary has received any written notice that are being contested an audit or examination of any of its taxes or tax returns is pending. (g) None of Sterling, Sterling Bank or any Sterling Subsidiary is required to include in good faith income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the Internal Revenue Service and no pending request for permission to change any accounting method has been submitted by appropriate proceedingsSterling, Sterling Bank or any Sterling Subsidiary.

Taxes and Tax Returns. The Seller and the Target Entities All Tax Returns (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by each Seller have been timely filed taking into account any extensions of them and all time for filing such filed Tax Returns are complete and accurate in all material respectsReturns; and (ii) have paid all Taxes owed with respect at the time filed were and, as to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employeeyet filed, creditor or third partywill be, except with respect to matters contested in good faith. As of the date of this Agreementtrue, there are not pending orcomplete and, to the Knowledge of each Seller, correct and each Seller has timely paid all Taxes due and payable for periods covered by such Tax Returns, except to the Seller Management or extent, if any, that adequate provisions has been made and adequate reserves have been made as reflected in each Seller's Unaudited Financial Statements for the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect payment of Taxes or due and payable for periods covered by such Tax matters Returns; (iii) the accruals and reserves reflected in each Seller's Unaudited Financial Statements are adequate in all material respects to cover all Taxes accrued through the dates therein for those and any prior periods in accordance with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, GAAP; (iv) there are no Liens with respect to any for Taxes upon any of the assets of the Target Entities, other than Permitted either Seller except for Liens for Taxes not yet due due; (v) to the Knowledge of Sellers, there are no outstanding deficiencies, assessments or written proposals for the assessment of Taxes proposed, asserted or assessed against either Seller; (vi) all tax years for which Tax Returns were required to be filed by each Seller are closed by the applicable statute of limitations for all periods through December 31, 1992; (vii) neither Seller has executed any power of attorney with respect to Taxes that is currently in effect; (viii) neither Seller has made, is not obligated to make, or is not a party to any contract that could obligate it to make, any payments that would not be deductible under Section 280G of the Code; and payable (ix) all monies required to be collected or not yet delinquent withheld by Sellers for income taxes, social security and other payroll taxes have been collected or that are being contested in good faith withheld and by either paid to the appropriate proceedingsgovernmental agencies or will, at Closing, be paid to such agencies.

Taxes and Tax Returns. The Seller Except as disclosed in Tilion Disclosure Schedule 3.8: (a) Tilion and the Target Entities (i) Tilion Subsidiaries have timely duly filed (taking into account any extension of time within which to and until the Closing will so file) all incomematerial returns, franchiseestimates, declarations of estimated tax, reports, information returns and similar Tax Returns statements, including information returns or reports with respect to backup withholding and all other material Tax Returns payments to third parties (“Tilion Returns”) required to be filed by them in respect of any of them United States federal, state or local Taxes and all such filed Tax Returns are complete have duly paid (and accurate in all material respects; and (iiuntil the Closing will so pay) have paid all Taxes owed due and payable, other than Taxes which are being contested in good faith (and disclosed on Tilion Disclosure Schedule 3.8). No other Taxes are payable by Tilion or any Tilion Subsidiary with respect to items or periods covered by such Tax Tilion Returns (whether or not shown as due and owing on the Tax or reportable on such Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes ) or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of any period prior to the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings except for Taxes for which an adequate reserve (determined in respect of Taxes or Tax matters accordance with respect to Seller or any of the Target EntitiesGAAP) has been established. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller Tilion and the Target Entities do not file Tax Returns Tilion Subsidiaries have paid or caused to be paid all Taxes due and payable for which no Tilion Return is required to be filed. Each of Tilion and Tilion Subsidiaries has established (and until the Closing will establish) on their books and records reserves that Seller or any are adequate (determined in accordance with GAAP) for the payment of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for all Taxes not yet due and payable or not yet delinquent or payable, but that are incurred in respect of Tilion and Tilion Subsidiaries prior to the Closing. “Tax” or “Taxes” means and includes (i) any and all taxes, fees, levies, assessments, duties, tariffs, imposts and similar charges (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including all income and property taxes (including but not limited to federal and state income taxes, real property gains taxes, payroll and employee withholding taxes, unemployment insurance taxes, social security taxes and sales and use taxes), foreign, domestic, local, state or other jurisdictional taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, franchise, gross receipts, occupation, personal property, environmental, workers compensation, PBGC premiums, value added, or gains taxes; license, registration and documentation fees, and customs duties, tariffs and similar charges, (ii) liability for the payment of any amounts of the type described in (i) as a result of being contested a member of an affiliated, consolidated, combined or unitary group, and (iii) liability for the payment of any amounts as a result of being party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in good faith and by appropriate proceedings(i) or (ii).

Taxes and Tax Returns. (a) Southington has duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to HUBCO in writing). Southington has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of Southington through such date. The Seller Southington Disclosure Schedule identifies the federal income tax returns of Southington which have been examined by the Internal Revenue Service (the "IRS") within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The Southington Disclosure Schedule identifies the Target Entities applicable state income tax returns of Southington which have been examined by the applicable authorities within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of Southington, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon Southington, nor has Southington given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Southington Disclosure Schedule, Southington (i) have timely filed (taking into account has not requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or is not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is not required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Code by reason of a voluntary change in accounting method initiated by Southington (nor does Southington have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) and (iv) has not filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller (a) Each of Hiway and the Target Entities (i) have timely Hiway Subsidiary has duly filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any them on or prior to the date of them and this Agreement (all such filed Tax Returns are returns being accurate and complete and accurate in all material respects; ) and (ii) have has duly paid or made provisions for the payment of all Taxes owed with respect which have been incurred or are due or claimed to such Tax Returns (whether be due from it by federal, state, county, foreign or not shown as due and owing local taxing authorities on the Tax Returns). Seller and each of the Target Entities has withheld and remitted or prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this AgreementAgreement (including, there are not pending or, if and to the Knowledge of the Seller Management or the Target Entitiesextent applicable, threatened, any audits, examinations, investigations or other proceedings those due in respect of its properties, income, business, capital stock, premiums, franchises, licenses, sales and payrolls) other than (i) Taxes or Tax matters with respect to Seller or any of the Target Entities. There other charges which are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and have not been finally determined for which adequate reserves have been made on the Hiway Financial Statements, or (ii) Tax Returns or Taxes the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of Hiway, to have a Material Adverse Effect on Hiway. There are no material disputes pending, or claims asserted for, Taxes or assessments upon Hiway or the Hiway Subsidiary for which Hiway does not have adequate reserves, nor has Hiway or the Hiway Subsidiary given any currently effective waivers extending the statutory period of limitations applicable to any Tax Return for any period. In addition, (A) proper and accurate amounts have been withheld by appropriate proceedingsHiway and the Hiway Subsidiary from their employees' compensations for all prior periods in compliance in all material respects with the income tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Hiway, (B) Tax Returns which are accurate and complete in all material respects have been filed by Hiway and the Hiway 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 Hiway, (C) the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor has been included by Hiway in its consolidated financial statements as of December 31, 1997, except where failure to do so would not have a Material Adverse Effect on Hiway and (D) there are no Tax Liens upon any property or assets of Hiway or the Hiway Subsidiary except Liens for current Taxes not yet due or Liens that would not have a Material Adverse Effect on Hiway. Neither Hiway nor the Hiway Subsidiary 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 Hiway or the Hiway Subsidiary, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which had or is reasonably likely to have a Material Adverse Effect on Hiway. Except as set forth in the Hiway Financial Statements, neither Hiway nor the Hiway Subsidiary has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, which would be reasonably likely to have a Material Adverse Effect on Hiway. Neither Hiway nor the Hiway Subsidiary is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. Neither Hiway nor the Hiway Subsidiary has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than as a common parent corporation. Neither Hiway nor the Hiway Subsidiary is liable for the Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law) or by contract, as a successor or otherwise. Neither Hiway nor the Hiway Subsidiary is a party to any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal income tax purposes. Hiway's basis and excess loss account, if any, in the Hiway Subsidiary is set forth in the Hiway Disclosure Schedule. (b) Any amount that is reasonably likely to be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or trustee of Hiway or any of its affiliates who is a "Disqualified Individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Hiway Benefit Plan (as defined in Section 4.11(a) of this Agreement) currently in effect will not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). (c) No disallowance of a deduction under Section 162(m) of the Code for employee remuneration of any amount paid or payable by Hiway or the Hiway Subsidiary under any contract, plan, program, arrangement or understanding will have a Material Adverse Effect on Hiway. (d) Hiway has not made an election under Section 341(f) of the Code. (e) Hiway has not applied for any extensions of time on the filing of any Tax Returns. (f) Hiway's tax reserve (not including reserves created for timing) are sufficient for all unpaid taxes.

Taxes and Tax Returns. (a) HUBCO and HUBCO's Subsidiaries have duly filed all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to Lafayette in writing). HUBCO and HUBCO's Subsidiaries have established on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO or the Bank through such date. The Seller HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO and HUBCO's Subsidiaries which have been examined by the Target Entities IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The HUBCO Disclosure Schedule identifies the applicable state income tax returns of HUBCO and HUBCO's Subsidiaries which have been examined by the applicable authorities. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO or HUBCO's Subsidiaries, nor has HUBCO or HUBCO's Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, neither HUBCO nor any Subsidiary of HUBCO (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made of taxes with respect third parties, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by HUBCO (nor does HUBCO have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all income or other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Except as disclosed in Section 4.10 of the FNB Disclosure Schedules, neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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 intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has made available to MBI complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2011, and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material income in, or exclude A-27 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. (a) The Seller has duly and the Target Entities (i) have timely filed (taking into account any extension of time within which to file) all incomeTax Returns. Each such Tax Return is true, franchise, accurate and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate complete. The Seller has paid in all material respects; and (ii) have paid full all Taxes owed with respect to for the period covered by such Tax Returns (whether or not shown as due and owing on the Tax Returns)Return. Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for All Taxes not yet due and payable have been withheld or reserved for or, to the extent that they relate to periods on or prior to the date of the Seller Balance Sheet, are reflected as a liability thereon. The Seller duly and properly filed an election to be an S corporation and such election is currently in effect, under section 1362 of the Code and the rules and regulations promulgated thereunder. Such election has been in effect without interruption, including without limitation any inadvertent termination which has been reinstated, since January 1, 1992. Since January 1, 1992, all of the current and former stockholders of the Seller are and have been permitted stockholders under Section 1362 of the Code and the rules and regulations promulgated thereunder. Except for its initial short period ended December 31, 1991, the Seller has never had a taxable year in which it was other than an S corporation. The Seller's federal S election is recognized and given effect or the Seller has made an appropriate and timely election to be treated as an S corporation for state income taxation purposes in Nebraska. Such election was effective as of January 1, 1992. (b) The Seller 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 over under applicable Requirements of Law. (c) No deficiency for any Taxes has been asserted or assessed against the Seller that has not yet delinquent been resolved and paid in full or fully reserved for and identified on the Seller Balance Sheet and, to the knowledge of the Seller and Shareholders, no deficiency for any Taxes has been proposed that are being contested has not been fully reserved for and identified on the Seller Balance Sheet. The Seller has not received any outstanding and unresolved notices from the IRS or any other Taxing Authority of any proposed examination or of any proposed change in good faith reported information relating to the Seller. 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 Seller's Taxes or Tax Returns. (d) No waiver or comparable consent given by appropriate proceedingsthe Seller regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the knowledge of the Seller and the Shareholders, is any request for any such waiver or consent pending. (e) None of the Purchased Assets 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. (f) No state of facts exists or has existed that would constitute grounds for the assessment of Tax liability with respect to period that have not been audited by the IRS or any other Taxing Authority.

Taxes and Tax Returns. The Seller and the Target Entities (ia) have timely filed (taking into account any extension of time within which to file) Except as set forth in Schedule 3.22, all incomefederal, franchisestate, local, and similar Tax Returns foreign tax reports and all other material Tax Returns returns with respect to taxable periods ending on December 31, 1998 and thereafter, required to be filed by any or on behalf of them NWHI or Subsidiary have been duly filed on a timely basis and all such filed Tax Returns are complete taxes, including, without limitation, income, gross receipts, ad valorem, value added, turnover, sales, use, personal property (tangible and accurate in all material respects; and intangible), stamp leasing, lease, user, leasing, excise, franchise, transfer, fuel, excess profits, occupational (ii) have paid all Taxes owed with respect including without limitation, deposits required by law to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been be made with respect to Seller withholding taxes for employees) and interest equalization, and other charges of federal, state, local at foreign taxing authorities, including all interest and penalties or any of late charges on the Target Entities foregoing (the "Taxes") attributable to the periods covered by any authority in a jurisdiction where such reports and returns which Seller and NWHI and Subsidiary believe in good faith to be due have been duly paid. Seller, NWHI and Subsidiary believe in good faith that all such reports and returns, relating to NWHI and Subsidiary, have been prepared in accordance with all laws and regulations pertaining thereto. (b) The reserves for taxes maintained by NWHI and Subsidiary, all of which constitute current liabilities, will be adequate under generally accepted accounting principles to cover the Target Entities do not file Tax Returns that Seller liability of such entities for all Taxes for all periods ending on or any of prior to the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there Closing. (c) There are no tax Liens with respect to any Taxes upon any of the property or assets of the Target Entities, NWHI or Subsidiary other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that the validity or amount of which are being contested in good faith and for the payment of which adequate reserves have been established to the extent required by appropriate proceedingsgenerally accepted accounting principles. (d) Schedule 3.22 sets forth the latest taxable period ending on December 31, 1998 and thereafter, for which the federal income tax returns of NWHI or Subsidiary have been examined by the Internal Revenue Service and the income taxes due as a result of such examination have been finally determined. Schedule 3.22 sets forth all proposed adjustments which have been raised in writing by the Internal Revenue Service in any examination in respect of NWHI or Subsidiary, which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other tax period of NWHI or Subsidiary not so examined. Except to the extent set forth in Schedule 3.22: (i) all deficiencies and assessments resulting from examination of federal, state, and local tax returns and reports of NWHI or Subsidiary with respect to taxable periods ending on December 31, 1998 and thereafter, have been paid; (ii) there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any federal, state, local, or foreign return or report of NWHI or Subsidiary for any period; and (iii) there are no agreements by Seller, NWHI, or Subsidiary for the extension of the time for the assessment of any Taxes. (e) Seller, NWHI, and Subsidiary do not currently have, nor at any time on December 31, 1998 and thereafter, have had, in effect a tax sharing or similar tax allocation agreement among and between each other, other than: (i) an election to allocate consolidated federal income tax liability pursuant to Reg. Sec. 1.1552l(a)(1) and Reg. Sec. 1.1502-33(d)(2)(ii); (ii) an allocation of federal, state and local income and franchise taxes for financial statement purposes; and (iii) any election as to a tax sharing or similar tax allocation method which is deemed to be made under any federal, state or local tax laws as a result of the filing of a combined or consolidated tax return. (f) True copies of all federal income tax returns of NWHI and Subsidiary for all tax periods ending on December 31, 1998 and thereafter, have been heretofore delivered to Buyer. (g) NWHI, Subsidiary and Seller are not bound by any contractual obligation to indemnify any other person or entity with respect to any taxes of any kind.

Taxes and Tax Returns. The Seller and Except as set forth in Section 6.1(l) of the Target Entities Nationwide Mutual Disclosure Schedule: (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar All income Tax Returns and all other material Tax Returns required under applicable Law to be filed with or provided to any Person by Nationwide Mutual or any of them and all such filed Nationwide Mutual Subsidiary have been (and, as to Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown filed as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending orwill be) timely filed (within any applicable extension periods) and such Tax Returns were true, to complete and correct in all material respects; (ii) Nationwide Mutual and each Nationwide Mutual Subsidiary have within the time and in the manner prescribed by Law paid all Taxes due and payable except for those contested in good faith and for which adequate reserves have been taken. To the Knowledge of the Seller Management or the Target EntitiesNationwide Mutual, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any an authority in a jurisdiction where Seller and the Target Entities do Nationwide Mutual or any Nationwide Mutual Subsidiary does not file Tax Returns that Seller Nationwide Mutual or any of the Target Entities is or Nationwide Mutual Subsidiary may be subject to taxation by that jurisdiction. As of ; (iii) Nationwide Mutual and each Nationwide Mutual Subsidiary have established (and until the date of this Agreement, there are no Liens with respect Effective Time will maintain) on their books and records: (i) reserves adequate to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for pay all Taxes not yet due and payable and all deficiencies asserted, proposed or not yet delinquent threatened, in writing, against Nationwide Mutual or any Nationwide Mutual Subsidiary, and (ii) reserves for deferred Taxes, in each case, in accordance with SAP or GAAP, as the case may be; (iv) Neither Nationwide Mutual nor any Nationwide Mutual Subsidiary has executed any waivers, extensions, or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns; (v) To the Knowledge of Nationwide Mutual, no outstanding deficiencies, assessments, or written proposals for the assessment of any Taxes that are individually or collectively material have been proposed, asserted or assessed in writing against Nationwide Mutual or any of the Nationwide Mutual Subsidiaries by any taxing authority, except for Taxes that are being contested in good faith and for which adequate reserves have been taken; (vi) No Proceedings are presently pending with regard to any Taxes or Tax Returns of Nationwide Mutual or any Nationwide Mutual Subsidiary, except for Taxes that are being contested in good faith and for which adequate reserves have been taken. Nationwide Mutual has no Knowledge of any Proceeding threatened in writing with respect to any such Taxes or Tax Returns. (vii) Neither Nationwide Mutual nor any Nationwide Mutual Subsidiary has received a Tax Ruling or entered into a Closing Agreement with any taxing authority that would have a continuing adverse effect after the Effective Time of the Parent Merger; (viii) Nationwide Mutual and the Nationwide Mutual Subsidiaries have made available to the Harleysville Parties complete and accurate copies of: (i) all federal and state income Tax Returns, and any amendments thereto, filed by appropriate proceedingsor on behalf of Nationwide Mutual and each Nationwide Mutual Subsidiary for all taxable years since 2007, and (ii) all audit reports received from any taxing authority relating to any Tax Return filed by Nationwide Mutual or any Nationwide Mutual Subsidiary; (ix) Neither Nationwide Mutual nor any Nationwide Mutual Subsidiary is a party to any Tax allocation or sharing agreement with any Person. Neither Nationwide Mutual or any Nationwide Mutual Subsidiary has any liability for Taxes of any Person other than Nationwide Mutual or a Nationwide Mutual Subsidiary 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; and (x) Neither Nationwide Mutual nor any Nationwide Mutual Subsidiary has taken any action or has any Knowledge of any fact or circumstance relating to Nationwide Mutual or any Nationwide Mutual Subsidiary that is reasonably likely to adversely affect the status of the Parent Merger as a reorganization under Section 368 of the Code.

Taxes and Tax Returns. The Seller and Except for matters that, individually or in the Target Entities aggregate, would not have a Material Adverse Effect on Dex: (ia) All Tax Returns required to be filed by or with respect to Dex or any Dex Subsidiary for all taxable periods ending on or before the Original Agreement Date have been timely filed in accordance with applicable Law (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all ). All such filed Tax Returns are true, correct, and complete and accurate in all material respects; respects and (ii) have paid all Taxes owed were prepared in compliance with respect to such applicable Law. No claim has ever been made by a Governmental Entity in a jurisdiction where Dex or any Dex Subsidiary does not file Tax Returns that Dex or any Dex Subsidiary is or may be subject to Taxes in such jurisdiction. (whether or not shown as b) All Taxes of Dex and each Dex Subsidiary due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity payable have been timely paid, other than any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters amount which is being contested in good faithfaith by appropriate proceedings and for which adequate reserves have been established on Dex’s most recent consolidated financial statements. The accruals and reserves for Taxes (without regard to deferred tax assets and deferred tax liabilities) of Dex and each Dex Subsidiary established in Dex’s most recent consolidated financial statements are complete and adequate to cover any liabilities for Taxes that are not yet due and payable. (c) No deficiencies for Taxes have been proposed or assessed in writing against Dex or any Dex Subsidiary by any Governmental Entity, and neither Dex nor any Dex Subsidiary has received any written notice of any claim, proposal or assessment against Dex or any Dex Subsidiary for any such deficiency for Taxes. As of the date of this AgreementOriginal Agreement Date, there are not is no pending or, to the Knowledge of the Seller Management or the Target EntitiesDex, threatened, any auditsaudit, examinations, investigations judicial proceeding or other proceedings in respect of Taxes examination against or Tax matters with respect to Seller Dex or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or Dex Subsidiary with respect to any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial StatementsTaxes. Neither the Seller Dex nor any of the Target Entities Dex Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax the assessment or deficiency. Neither the Seller nor collection of any Taxes (other than pursuant to extensions of the Target Entities is a party time to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller obtained in the ordinary course of business). (d) Dex and each Dex Subsidiary has duly and timely withheld and paid to the appropriate Governmental Entity 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 third party. Table of Contents (e) There are no liens or other security interests upon any property or assets of Dex or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this AgreementDex Subsidiary for Taxes, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens except for liens for Taxes not yet due and payable payable. (f) Neither Dex nor any Dex Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the past two (2) years. (g) Neither Dex nor any Dex Subsidiary (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Dex) filing a consolidated federal income Tax Return, (ii) has any liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise, or (iii) is, or ever has been, a party to any agreement for the sharing, indemnification, or allocation of Taxes (other than agreements among Dex and any Dex Subsidiary and other than customary indemnifications for Taxes contained in credit or other commercial agreements the primary purposes of which do not yet delinquent relate to Taxes). (h) Neither Dex nor any Dex Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for a taxable period ending after the Closing Date of as a result of any (i) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign Law) for a taxable period ending on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date, or (v) election by Dex or any Dex Subsidiary under Section 108(i) of the Code. (i) Neither Dex nor any Dex Subsidiary has engaged in any “listed transaction” within the meaning of Section 6011 of the Code (including the Treasury Regulations promulgated thereunder). (j) Neither Dex nor any Dex Subsidiary is a party to any agreement, contract, arrangement or plan that are being contested has resulted or could result, separately or in good faith the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Section 280G of the Code in connection with the transactions contemplated by this Agreement or (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code. There is no Contract to which Dex or any Dex Subsidiary is a party or by which Dex or any Dex Subsidiary is bound to compensate any employee, independent contractor or director of Dex or any Dex Subsidiary for excise taxes paid pursuant to Section 4999 of the Code. (k) To the Knowledge of Dex, as of December 31, 2011, Dex had (x) net operating loss carryforwards for purposes of Section 172 of the Code of approximately $1.1 billion and by appropriate proceedings(y) alternative net operating loss carryforwards within the meaning of Section 56 of the Code of approximately $0.9 billion.

Taxes and Tax Returns. The Seller Except as disclosed in Synquest Disclosure Schedule 4.9: (a) Synquest and the Target Entities (i) Synquest Subsidiaries have timely duly filed (taking into account any extension of time within which to and until the Closing will so file) all incomematerial returns, franchiseestimates, declarations of estimated tax, reports, information returns and similar Tax Returns statements, including information returns or reports with respect to backup withholding and all other material Tax Returns payments to third parties (“Synquest Returns”) relating to or required to be filed by them in respect of any of them United States federal, state or local Taxes (as hereinafter defined) and have duly paid (and until the Closing will so pay) all such filed Tax Taxes due and payable, other than Taxes which are being contested in good faith (and disclosed on Synquest Disclosure Schedule 4.8). All Synquest Returns are complete and accurate correct in all material respects; respects and (ii) have paid accurately disclose in all material respects all Taxes owed required to be paid for the periods covered thereby, and no other Taxes are payable by Synquest or any Synquest Subsidiary with respect to items or periods covered by such Tax Synquest Returns (whether or not shown as due and owing on the Tax or reportable on such Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes ) or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of any period prior to the date of this Agreement, there except for Taxes for which an adequate reserve (determined in accordance with GAAP) has been established. Synquest and the Synquest Subsidiaries have paid or caused to be paid all Taxes for which no Synquest Return is required to be filed. Each of Synquest and Synquest Subsidiaries has established (and until the Closing will establish) on their books and records reserves that are adequate (determined in accordance with GAAP) for the payment of all Taxes not yet due and payable, but that are incurred in respect of Synquest and Synquest Subsidiaries prior to the Closing. (b) Synquest and Synquest Subsidiaries have not received any notice that any of the Synquest Returns has been examined by the IRS, or any other United States federal or state Governmental Authority within the past six years. There are no audits or other Governmental Authority proceedings, investigations or inquiries with respect to Taxes currently pending or, to the Knowledge of the Seller Management or the Target EntitiesSynquest’s Knowledge, threatenedcontemplated, nor any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters disputes pending with respect to, nor, to Seller Synquest’s Knowledge claims asserted for, Taxes upon Synquest or any of the Target Entities. There are no unresolved questions or claims concerning the Seller Synquest Subsidiary, nor has Synquest or any Target Entity's Tax liabilities that may, individually Synquest Subsidiary given any currently outstanding waivers or in comparable consents regarding the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any application of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes or Synquest Returns. There are no Liens for Taxes upon any of the assets of the Target EntitiesSynquest or any Synquest Subsidiary, other than Permitted except for Liens for Taxes not yet due and payable or not yet delinquent or that for Taxes which are being contested in good faith and for which appropriate reserves have been established. Any Taxes being contested are disclosed on Synquest Disclosure Schedule 4.9. Synquest and Synquest Subsidiaries have complied (and until the Closing will comply) in all material respects with all Applicable Laws relating to the payment and withholding of Taxes. (c) Neither Synquest nor any Synquest Subsidiary (i) has requested any extension of time within which to file any Synquest Return which Synquest Return has not since been filed; (ii) is a party to any agreement providing for the indemnification, allocation or sharing of Taxes; (iii) is required to include in income any material adjustment by appropriate proceedingsreason of a voluntary change in accounting method initiated by Synquest or any Synquest Subsidiary (nor does Synquest or any Synquest Subsidiary have any Knowledge that any Governmental Authority has proposed any such adjustment or change of accounting method); (iv) has filed a consent with any Governmental Authority pursuant to which Synquest or any Synquest Subsidiary has agreed to recognize gain (in any manner) relating to or as a result of this Agreement or the transactions contemplated by this Agreement; or (v) has been a member of an affiliated group other than one of which Synquest or any Synquest Subsidiary was the common parent. (d) The amount of the liability of Synquest unpaid Taxes for all periods ending on or before the most recent financial statements does not, in the aggregate, exceed by more than $25,000 the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) reflected on such financial statements. The amount of the liability for Taxes of Synquest for unpaid Taxes for all periods ending on or before the Effective Time shall not, in the aggregate, exceed by more than $25,000 the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals are reflected on the most recent financial statements, as adjusted for operations and transactions in the ordinary course of business of Synquest since the date of such financial statements in accordance with past custom and practice.

Taxes and Tax Returns. The Seller and the Target Entities (ia) have Each material Tax Return required to be filed by, or on behalf of, SSMP has been timely filed (taking into account any extension of time within which to file) all incomevalid extensions). Each such Tax Return is true, franchise, correct and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; . (b) SSMP (i) has paid (or has had paid on its behalf) all material Taxes due and (ii) have paid all Taxes owed with respect to such Tax Returns (owing, whether or not shown as due on any Tax Return, except to the extent that any such Taxes are being contested in good faith and owing on the Tax Returns). Seller for which adequate reserves have been made, and each of the Target Entities (ii) has withheld and remitted to the appropriate Governmental Entity Taxing Authority, or properly set aside, all material Taxes required to be withheld and paid in connection with any Taxes amounts paid or other amounts that they were obligated to withhold from amounts owing to or collected from any employee, creditor independent contractor, supplier, creditor, stockholder, partner, member or other third party, except and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. (c) The unpaid Taxes of SSMP (i) did not, as of December 31, 2020, exceed the aggregate 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 balance sheet in the SSMP SEC Reports (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of SSMP in filing their Tax Returns. (d) Section 3.13(d) of the SSMP Disclosure Schedule lists all federal, state, local and foreign Tax Returns filed with respect to matters contested in good faithSSMP for all taxable periods ending prior to the Closing Date that are still open to examination under all applicable statutes of limitations, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. As SSMP has delivered to the Company correct and complete copies of all U.S. federal income Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by SSMP for all taxable periods ending prior to the Closing Date that are still open to examination under all applicable statutes of limitations. (e) There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the date assets of this Agreement, there are SSMP. (f) SSMP is not pending or, currently the beneficiary of any extension of time within which to the Knowledge of the Seller Management file any material Tax Return or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller any material Tax assessment or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are deficiency. (g) SSMP has not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in with respect of to any material Taxes or agreed to any extension of time the period for assessment or collection of any Taxes. (h) There is no material Tax claim, audit, suit, or administrative or judicial Tax proceeding now pending or presently in progress or threatened in writing with respect to a material Tax Return of SSMP. (i) SSMP has not received notice in writing of any Tax assessment proposed material deficiencies from any Taxing Authority. (j) SSMP has not distributed stock of a corporation, and has not had its stock distributed, in a transaction purported or deficiency. Neither the Seller nor any intended to be governed in whole or in part by Sections 355 or 361 of the Target Entities Code. (k) SSMP is not a party to and does not have any tax obligation under any Tax sharing agreement (whether written or not) or any Tax indemnity or other Tax allocation agreement or sharing agreement. arrangement (other than any such agreement entered into in the Ordinary Course of Business and the primary purpose of which does not relate to Taxes). (l) SSMP (A) is not and never has 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 and (B) does not have any liability for the Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, provincial, local or foreign Law), as a transferee or successor, by contract or otherwise. (m) The taxable year of SSMP for all income Tax purposes is the fiscal year ended December 31, and SSMP uses the accrual method of accounting for income Tax purposes. (n) SSMP has not 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. (o) SSMP has not participated in a listed transaction within the meaning of Treasury Regulations Section 1.6011-4 (or any predecessor provision). (p) No written claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns Taxing Authority that Seller or any of the Target Entities SSMP is or may be subject to taxation by that jurisdiction. As Tax or required to file a Tax Return in a jurisdiction where it does not file Tax Returns, which would reasonably be expected to result in material Liability to SSMP or otherwise materially interfere with the conduct of the date business of this AgreementSSMP in substantially the manner currently conducted. (q) SSMP will not be required to include any material item of income in, there are no Liens 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 method of accounting or use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “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 prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) prepaid amount received prior to the Closing Date; (v) election with respect to any Taxes upon any income from the discharge of indebtedness under Section 108(i) of the assets Code; or (vi) any similar election, action, or agreement that would have the effect of deferring any Liability for income Taxes of SSMP from any taxable period ending on or before the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsClosing Date to any taxable period ending after such period.

Taxes and Tax Returns. The Seller (a) CENIT has previously delivered or made available to SouthTrust copies of the federal, state and local income tax returns of CENIT and, if consolidated returns do not exist for all periods, of CENIT Bank and each of its respective subsidiaries, for the Target Entities (i) years 1998 and 1999 and all schedules and exhibits thereto, and such returns have timely not been examined by the Internal Revenue Service or any other taxing authority. Except as reflected in Disclosure Schedule 3.11, CENIT, CENIT Bank and their respective subsidiaries have duly filed (taking into account any extension of time within which or obtained extensions to file) in correct form in all incomematerial respects all federal, franchise, state and similar Tax Returns local information returns and all other material Tax Returns tax returns required to be filed by on or prior to the date hereof, and CENIT, CENIT Bank and any of them their respective subsidiaries have duly paid or made adequate provisions for the payment of all taxes and all such filed Tax Returns other governmental charges which are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect by CENIT, CENIT Bank or any of their respective subsidiaries to such Tax Returns (any federal, state or local taxing authorities, whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employeereflected in such returns (including, creditor or third partywithout limitation, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings those owed in respect of Taxes or Tax matters with respect to Seller or the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of CENIT, CENIT Bank and any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entitiestheir respective subsidiaries), other than Permitted Liens for Taxes not yet due taxes and payable or other charges which (i) are not yet delinquent or that are being contested in good faith or (ii) have not been finally determined. The amounts set forth as liabilities for taxes on the Financial Statements of CENIT and the Thrift Financial Reports of CENIT Bank are sufficient, in the aggregate, for the payment of all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the periods then ended, and have been computed in accordance with generally accepted accounting principles. None of CENIT, CENIT Bank nor any of their respective subsidiaries is responsible for the taxes of any other person other than CENIT, CENIT Bank and any of their respective subsidiaries, under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law. (b) Except as disclosed in Disclosure Schedule 3.11, neither of CENIT, CENIT Bank nor any of their respective 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 CENIT, CENIT Bank or any of their respective subsidiaries, have been adequately provided for in the Financial Statements of CENIT. (c) Except as disclosed in Disclosure Schedule 3.11, neither of CENIT, CENIT Bank nor any of their respective 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. (d) There has not been an ownership change, as defined in Section 382(g) of the Code, of CENIT, CENIT Bank or any of their respective subsidiaries that occurred during or after any taxable period in which CENIT, CENIT Bank or any of their respective subsidiaries incurred an operating loss that carries over to any taxable period ending after the fiscal year of CENIT immediately preceding the date of this Agreement. (i) Proper and accurate amounts have been withheld by appropriate proceedingsCENIT, CENIT Bank and their respective subsidiaries from their employees and others for 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 CENIT, CENIT Bank and their respective 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 adequate provision therefor have been included by either CENIT or CENIT Bank in the Financial Statements of CENIT.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to fileincluding all applicable extensions) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any it on or prior to the date of them and this Agreement (all such filed Tax Returns are being accurate and complete and accurate in all material respects; ), has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes (whether or not shown on any Tax Return) that are due and payable or claimed to be due from it by a Governmental Entity other than Taxes that (i) are being contested in good faith, which have not been finally determined, and (ii) have paid all Taxes owed been adequately reserved against in accordance with respect GAAP on FNB’s most recent consolidated financial statements. All required estimated Tax payments sufficient to such Tax Returns (whether avoid any underpayment penalties or not shown as due and owing interest have been made by or on the Tax Returns). Seller and behalf of each of the Target Entities FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has withheld and remitted to the appropriate Governmental Entity granted any Taxes extension or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As waiver of the date limitation period for the assessment or collection of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending (including any notice received of an intent to conduct an audit or examination), or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of the Target EntitiesFNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries). Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was FNB) or (B) has any liability for the Taxes of any Person (other than FNB or any of its Subsidiaries) under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law), or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet and has not been a “United States real property holding company” 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Taxing Authority, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Taxing Authority and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). IRGB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning January 1, 2005 or later and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law) for periods (or portions thereof) ending on or before the Closing Date.

Taxes and Tax Returns. The Seller Except, as to each statement below, where the inaccuracy of such statement would not result in a Parent Material Adverse Effect: (a) Each of Parent and the Target Entities (i) have timely its subsidiaries has duly filed (taking into account any extension of time within which to and until the Effective Time will so file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed or sent by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed or with respect to such Tax Returns them in respect of any Taxes and has duly paid (whether or not shown as and until the Effective Time will so pay) all Taxes due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any payable other than Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that charges which (i) are being contested in good faith and (ii) have not finally been determined. Parent and Acquiror have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed or accrued, as applicable. Except as set forth in Parent Disclosure Schedule 4.7(a), (i) the federal income tax returns of Parent and Acquiror have not been examined by appropriate proceedingsthe IRS (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Mississippi franchise tax returns of Parent and Acquiror, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Parent or Acquiror, and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action or made a claim in writing that Parent or Acquiror is required to file a Return in such taxing authority’s jurisdiction. There is no currently outstanding waiver, extension or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns with respect to Parent or Acquiror. (b) No liens for Taxes exist with respect to any of the assets or properties of Parent or any of its subsidiaries, except for liens for Taxes not yet due and payable.

Taxes and Tax Returns. The Seller (a) HUB and the Target Entities HUB Subsidiaries have duly filed (and until the Effective Time will so file) all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to SJBDI in writing) or against which reserves have been established. HUB and the HUB Subsidiaries have established on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUB through such date. The HUB Disclosure Schedule identifies the federal income tax returns of HUB and the HUB Subsidiaries which have been examined by the IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The HUB Disclosure Schedule identifies the applicable state income tax returns of HUB and the HUB Subsidiaries which have been examined by the applicable authorities. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of HUB, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUB or the HUB Subsidiaries, nor has HUB or the HUB Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the HUB Disclosure Schedule, neither HUB nor any HUB Subsidiary (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by HUB or the HUB Subsidiaries (nor does HUB have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller (a) PFS and the Target Entities Association have duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined), and have duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and disclosed in writing to Bancorp) and (ii) have timely filed not finally been determined. PFS has established (taking into account and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable for periods ending on or prior to the Effective Time, whether or not disputed or accrued. Except as set forth in PFS Disclosure Schedule 2.07(a), (i) the federal income tax returns of PFS have been examined by the Internal Revenue Service (“IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Indiana income tax returns of PFS have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon PFS or the Association, nor has PFS given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in PFS Disclosure Schedule 2.07(b), PFS (i) has not requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect is not a party to such Tax Returns any agreement providing for the allocation or sharing of Taxes, (whether or iii) is not shown as due and owing on the Tax Returns). Seller and each required to include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by PFS (nor does PFS have any knowledge that the IRS has withheld and remitted proposed any such adjustment or change of accounting method), or (iv) has not filed a consent pursuant to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As Section 341(f) of the date Code or agreed to have Section 341(f)(2) of the Code apply. (c) For purposes of this Agreement, there are not pending or“Taxes” shall mean all taxes, to the Knowledge of the Seller Management or the Target Entitiescharges, threatenedfees, any audits, examinations, investigations levies or other proceedings in respect of Taxes or Tax matters assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to Seller income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any of the Target Entities. There are no unresolved questions kind whatsoever, together with any interest and any penalties, additions to tax or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities additional amounts imposed by any taxing authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller (domestic or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes foreign) upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsPFS.

Taxes and Tax Returns. The (a) Except as set forth on Schedule 4.19, Seller and the Target Entities (i) have has timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any with respect to Seller or the Business as of them and all such the date hereof (or has timely filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed for extensions with the appropriate taxing authorities with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). All such Tax Returns are correct and complete in all material respects. (b) Except as set forth on Schedule 4.19, all Taxes that are attributable to Seller or the Business and each of due and payable on or before the Target Entities has withheld and remitted Closing Date have been paid. (c) Except as set forth on Schedule 4.19, in the ten (10) years prior to the appropriate Governmental Entity Closing Date, Seller has not received any Taxes written claim from an authority in a jurisdiction where Seller does not file Tax Returns that Seller is or other amounts may be subject to taxation by that they were obligated to withhold from amounts owing to any employeejurisdiction. (d) Except as set forth on Schedule 4.19, creditor there is no audit or third partyexamination pending, except with respect to matters contested in good faithwhich Seller has received written notice regarding any Tax Return of Seller. As Except as set forth on Schedule 4.19, Seller does not expect the assessment of the date of this Agreementany additional Taxes for any period during which Tax Returns have been (or should have been) filed. Except as set forth on Schedule 4.19, there are Seller has not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. (e) Except as set forth on Schedule 4.19, all Taxes required to be deposited, withheld or collected have been so deposited, withheld or collected, and such deposit, withholding or collection has either been paid to the respective governmental agencies or set aside in accounts for such purpose. (f) Seller (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return, and (ii) has not received any written notice regarding any liability of Seller for the Taxes of any person under Reg. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller 1.1502-6 (or any similar provision of the Target Entities state, local or foreign law), as a transferee or successor, by any authority in contract, or otherwise. (g) Seller elected to be taxable as a jurisdiction where Seller subchapter S corporation for U.S. federal income tax purposes on December 15, 1986, effective as of January 1, 1987 and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreementhas been properly treated as a subchapter S corporation at all times since January 1, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedings1987.

Taxes and Tax Returns. The Seller (a) Each of DMGI and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to fileincluding all applicable extensions) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and it (all such filed Tax Returns are being accurate and complete and accurate in all material respects; and (ii) have ), has timely paid all Taxes owed with respect to such Tax Returns (whether or not shown thereon as due and owing on the Tax Returns). Seller payable and each of the Target Entities has withheld duly and remitted timely paid all material Taxes that are otherwise due and payable or claimed or asserted to the appropriate Governmental Entity any be due and payable from it by federal, state, foreign or local taxing authorities other than Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters are being contested in good faith, which have not been finally determined, and have been adequately reserved against in accordance with GAAP on the latest financial statements contained in the DMGI Reports. As Each of the date of this AgreementDMGI and its Subsidiaries has in all material respects withheld, there are not pending or, collected and paid over to the Knowledge appropriate Taxing Authority, or is in all material respects properly holding for such payments, all Taxes required by Law to be withheld or collected, and each of the Seller Management or the Target EntitiesDMGI and its Subsidiaries has complied in all material respects with all information reporting and backup withholding requirements under all applicable legal requirements, threatened, any audits, examinations, investigations or other proceedings in respect including maintenance of Taxes or Tax matters required records with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statementsthereto. Neither the Seller DMGI nor any of its Subsidiaries has granted any waiver of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any a Tax assessment or deficiencydeficiency that remains in effect. Neither the Seller nor There are no disputes, audits, examinations or proceedings related to Taxes or Tax Returns of DMGI or any of its Subsidiaries currently being conducted, pending or, to the Target Entities Knowledge of DMGI, threatened, and there are no pending or, to the Knowledge of DMGI, threatened claims by any Taxing Authority for Taxes or assessments, upon DMGI or any of its Subsidiaries for which DMGI does not have reserves that are adequate under GAAP on the financial statements included in the DMGI Reports. There is a party to no deficiency for any tax allocation Tax, claim for additional Taxes or sharing agreementother dispute or claim concerning any Tax liability, of either DMGI or any of its Subsidiaries claimed, issued or raised by any Taxing Authority in writing. No claim is currently pending that has ever been made with respect to Seller or any of the Target Entities in writing by any authority a Taxing Authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller DMGI or any of the Target Entities its Subsidiaries does not file a Tax Return that DMGI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there There are no Liens with respect to for any Taxes upon any of the assets assets, income or operations of the Target EntitiesDMGI or any of its Subsidiaries, other than Permitted statutory Liens for Taxes not yet due and payable payable. No issues related to Taxes of DMGI were raised in writing by any Taxing Authority in any completed audit or not yet delinquent examination that can reasonably be expected to recur in a later taxable period. DMGI has made available to the Orchard 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 years. Neither DMGI nor any of its Subsidiaries is a party to or is bound by any Tax Sharing, Agreement, whether written or unwritten. Neither DMGI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was DMGI) or (B) has any liability for the Taxes of any person (other than DMGI or any of its Subsidiaries or any of its or their predecessors) by reason of contract, agreement (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, operation of law, or under Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any similar or analogous provision of state, local or foreign Law). Neither DMGI nor any of its Subsidiaries has been, within the past two 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 qualify for tax-free treatment under Section 355 of the Code. Neither DMGI nor any of its Subsidiaries has entered into any transaction identified by the Internal Revenue Service as of the date hereof as a “listed transaction” for purposes of Treasury Regulations Section 1.6011-4(b)(2) or 301.6111-2(b)(2), or any other “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1) that are being contested in good faith and by appropriate proceedingsrequired or will require the filing of an IRS Form 8886. At no time during the past five years has DMGI been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (b) Neither DMGI nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Taxes and Tax Returns. The Seller and the Target Entities Except as Previously Disclosed or set forth on Schedule 3.1(m). (i) Seller and Pier 1 Bank have timely filed all material Tax Returns that they were required to file (taking into account all applicable extensions) on or before the date hereof (in the case of the Seller, solely to the extent of any extension of time within which Tax Returns related to file) all income, franchisethe Business), and similar Tax Returns and all other material Tax Returns Taxes required to be filed by any of them and all shown on such filed Tax Returns are complete and accurate in all material respects; and have been timely paid. (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there There are not no pending or, to the Knowledge of the Seller Management Seller, threatened actions or proceedings for the Target Entities, threatened, any audits, examinations, investigations assessment or other proceedings in respect collection of a material amount of Taxes or Tax matters with respect to Pier 1 Bank, Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller current Affiliate, nor has Pier 1 Bank or any Target Entity's Tax liabilities that may, individually Affiliate thereof received any notice or inquiry from any jurisdiction in the aggregate, have a Material Adverse Effect and are which Pier 1 Bank does not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not currently file Tax Returns to the effect that Seller or any of the Target Entities is or Pier 1 Bank may be subject to taxation by that such jurisdiction. As . (iii) To the Knowledge of the date of this AgreementSeller, there are no Liens pending or threatened actions or proceedings for the assessment or collection of a material amount of Taxes with respect to any former Affiliate of Pier 1 Bank or Seller for any period during which such Person was an Affiliate of Pier 1 Bank or Seller. (iv) There are no outstanding waivers or agreements extending the statute of limitation or the period for assessment, reassessment or collection of any amount of Taxes to which Seller or Pier 1 Bank may be subject or relating to the Purchased Assets Purchase and Sale Agreement — Page 18 or the Business, and no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect Seller or Pier 1 Bank or relating to the Purchased Assets or the Business. (v) There are no Liens for any Taxes upon any of the assets Purchased Assets other than Permissible Liens. (vi) Seller and Pier 1 Bank have properly and timely withheld, collected and deposited all Taxes that are required to be withheld, collected and deposited under all applicable Requirements of Law. (vii) Neither Seller nor Pier 1 Bank (in relation to the Purchased Assets and the Business) is doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required material Tax Returns, and no notice or inquiry has been received from any jurisdiction in which Tax Returns have not been filed by Seller or Pier 1 Bank (in respect of the Target EntitiesPurchased Assets and the Business) to the effect that the filing of Tax Returns may be required. (viii) Neither Seller nor Pier 1 Bank has been 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 qualifying for tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution that could otherwise constitute part of a “plan” or a “series of related transactions” (within the meaning of Section 355(e) of the Code) with the transactions contemplated by this Agreement. (ix) Neither Seller nor Pier 1 Bank has any “corporate acquisition indebtedness” within the meaning of Section 279(b) of the Code. (x) Neither Seller nor Pier 1 Bank has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(c)(3)(i)(A). (xi) For state and local tax purposes, Pier 1 Bank has nexus only in Nebraska. Pier 1 Bank makes no separate income tax filings, but files in Nebraska as part of the Seller’s unitary tax group. Pier 1 Bank is included in other than Permitted Liens for Seller unitary tax group state income tax returns as required as well as the Seller’s consolidated Federal income tax return. Pier 1 Bank files no other income or other tax returns that have a material tax liability. Notwithstanding any provision in this Agreement to the contrary, the only representations and warranties made by Seller with respect to matters relating to Taxes shall be the representations and warranties set forth in this Section 3.1(m), and this Agreement shall not yet due and payable or not yet delinquent or be interpreted in any manner that are being contested in good faith and by appropriate proceedingsis contrary thereto.

Taxes and Tax Returns. Except as set forth on Section 4.13 of the --------------------- Seller Disclosure Schedule: (a) The Seller and each of its subsidiaries, taken as a whole (referred to for purposes of this Section 4.13, collectively, as the Target Entities (i"Seller ------ Companies") have have, since December 31, 1997, timely filed (taking into account any extension of time within which to file) in correct form all income, franchise, and similar Tax --------- Returns and all other material Tax Returns that were required to be filed by any of them on or prior to the date hereof (the "Filed Tax Returns"), and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect shown as being due ------------------ thereon, except where the failure to file such Tax Returns (whether or pay such Taxes collectively would not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect on the Seller Companies. (b) No assessment, dispute, deficiency, claim or proposed adjustment asserted with respect to any Seller Company 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 (i) as are being contested in good faith, (ii) which, if determined adversely to the Seller Companies, collectively would not have a Material Adverse Effect on the Seller, and (iii) for which adequate provision has been made on the Seller Balance Sheet. The income Tax Returns of the Seller Companies have not been audited by the IRS or other taxing authority, as applicable, with respect to any taxable year ending December 31, 1995 through December 31, 1999. No Seller Company has been requested to give, or has given, any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income Tax Return for any period. To the best knowledge of the Seller, no material Tax Return of any of the Seller Companies is now under examination by any applicable taxing authority. There are no material liens for Taxes (other than current Taxes not disclosed yet due and payable) on any of the assets of any Seller Company, except for such liens for Taxes that collectively would not have a Material Adverse Effect on the Seller. (c) Adequate provision has been made in accordance with GAAP on the Seller Balance Sheet for all Taxes of the Seller Companies in respect of all periods through the date hereof. In addition, (i) proper and accurate amounts have been withheld by each Seller Company from their respective employees, shareholders, depositors and payees for all periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, county and local laws; (ii) federal, state, county and local returns which are accurate and complete in all material respects have been filed by the Seller Companies for all periods for which returns were due with respect to income tax withholding, Social Security 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 Seller in its consolidated financial statements included in its Annual Report on Form 10-K for the period ended December 31, 2002, or, with respect to returns filed after the date hereof, will be so paid or provided for in the Financial Statements. Neither consolidated financial statements of the Seller nor any of for the Target Entities has waived any statute of limitations period covered by such returns and (iv) except for such failures as collectively would not have a Material Adverse Effect on the Seller, the Seller Companies have timely and properly taken such actions in response to and in compliance with notices from the Internal Revenue Service in respect of Taxes information reporting and backup and nonresident withholding as are required by law, including the notation in its records of any B notices or agreed to any extension of time C notices received with respect to any Tax assessment customers, shareholders, or deficiency. Neither payees. (d) Except with respect to intra-Seller Company agreements made or required under the federal consolidated tax return regulations, none of the Seller nor 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 current or potential contractual obligation to indemnify any other person or entity with respect to Taxes. (e) None of the Target Entities Seller Companies has filed or been included in a combined, consolidated or unitary income Tax Return (including any consolidated federal income Tax Return) other than one of which one of the Seller Companies was the parent. (f) None of the Seller Companies 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. (g) No property of any Seller Company is property that is or will be required to be treated as being owned by another person pursuant to the provisions of Code Section 168(f)(8) (as in effect prior to its amendment by the Tax Reform Act of 1986) or is "tax allocation or sharing agreementexempt use property" within the meaning of Code Section 168(h). No claim has ever been made with respect to Seller or any None of the Target Entities Seller Companies has been required to include in income any adjustment pursuant to Code Section 481 for taxable periods beginning after December 31, 2001 by reason of a voluntary change in accounting method initiated by any authority in a jurisdiction where Seller Company, and to the Target Entities do not file Tax Returns that Seller or any best knowledge of the Target Entities is Seller, the IRS has not initiated or may be subject to taxation by that jurisdictionproposed any such adjustment or change in accounting method. As To the best knowledge of the date of this AgreementSeller, there are no Liens with respect to any Taxes upon any none of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested Seller Companies is a party to a "reportable transaction" as defined in good faith and by appropriate proceedingsTreasury Regulations Section 1.6011-4(b).

Taxes and Tax Returns. The Seller and the Target Entities Except as provided on Schedule 4.21: (ia) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material All Tax Returns required to be filed by or with respect to Invest or any of them Subsidiary or their respective assets and all operations have been timely filed. All such filed Tax Returns (i) were prepared in the manner required by applicable Law, (ii) are true, correct and complete and accurate in all material respects; respects and (iiiii) have paid all accurately reflect the liability for Taxes owed with respect to such Tax Returns of Invest and each Subsidiary. All Taxes due and owing by any of Invest and any Subsidiary on or before the date hereof (whether or not shown as on any Tax Returns) have been fully paid, or have been adequately reserved for in accordance with applicable GAAP on the Financial Statements. True, correct and complete copies of all federal, state, local and foreign Tax Returns of or including Invest and the Subsidiaries filed in the previous five (5) years have been provided to BRKR prior to the date hereof. (b) Invest and the Subsidiaries have timely paid, or caused to be paid, all Taxes required to be paid, whether or not shown (or required to be shown) on a Tax Return, and Invest and the Subsidiaries have accrued for the payment in full of all Taxes not yet due and owing payable on the Tax Returns)balance sheet included in the Financial Statements for Invest’s fiscal year ended December 31, 2006. Seller Since December 31, 2006, neither Invest nor any Subsidiary has incurred any liability for Taxes other than Taxes incurred in the Ordinary Course of Business. In particular, the reserves with respect to Taxes on the respective books of each of Invest and the Subsidiaries are sufficient to cover all Taxes of whatever nature that may be assessed or computed on the results, transactions, or capital of Invest and each of the Target Entities has withheld and remitted Subsidiaries for all periods prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreementthe Financial Statements irrespective of the financial period during which such Taxes may become due. (c) Invest and the Subsidiaries have complied in all material respects with all provisions of state, there are not pending or, local and foreign Law relating to the Knowledge withholding and payment of Taxes, and have, within the Seller Management or time and in the Target Entitiesmanner prescribed by Law, threatenedwithheld the applicable amount of Taxes required to be withheld from amounts paid to any stockholder, any auditsEmployee, examinations, investigations independent contractor or other proceedings in respect of Taxes or Tax matters with respect third party and paid over to Seller or the proper Governmental Authorities all amounts required to be so paid over. Neither Invest nor any of the Target EntitiesSubsidiaries has distributed any hidden dividend, or distributed or granted any other benefit to any of Invest Shareholders or any other person which could lead to the imposition of any withholding tax on dividends or constructive dividends. Each cash distribution paid (or that will be paid) by Invest to Invest Shareholders, including the Special Dividend, constituted (or, in the case of a cash distribution not yet paid, will constitute) a dividend (within the meaning of Section 316 of the Code) of Invest paid to and properly includible in the income of Invest Shareholders for U.S. federal income tax purposes (and, as applicable, for purposes of state, local and foreign Law). In addition, each cash distribution paid (or that will be paid) by a Subsidiary to any shareholder of the Subsidiary, including any Subsidiary Dividend, constituted (or, in the case of a cash distribution not yet paid, will constitute) a dividend (within the meaning of Section 316 of the Code) of the Subsidiary paid to and properly includible in the income of such shareholder for U.S. federal income tax purposes (and, as applicable, for purposes of state, local and foreign law). (d) Neither Invest nor any of the Subsidiaries is subject to proceedings or investigations related to Taxes by any authority and no such proceedings are threatened against Invest or any Subsidiary. There are no unresolved questions examinations or claims concerning the Seller other administrative or court proceedings relating to Taxes in progress or pending, and there is no existing, pending or threatened claim, proposal or assessment against Invest or any Target Entity's Tax liabilities that may, individually Subsidiary or in the aggregate, have a Material Adverse Effect and are not disclosed relating to their assets or provided operations asserting any deficiency for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. Taxes. (e) No claim has ever been made by any Taxing Authority with respect to Seller Invest or any of the Target Entities by any authority Subsidiary in a jurisdiction where Seller and the Target Entities do Invest or any Subsidiary does not file Tax Returns that Seller Invest or any of the Target Entities Subsidiary is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there There are no Liens with respect to any Taxes upon security interests on any of the assets of the Target EntitiesInvest or any Subsidiary that arose in connection with any failure (or alleged failure) to pay any Taxes and, other than Permitted Liens except for liens for real and personal property Taxes that are not yet due and payable payable, there are no liens for any Taxes upon any assets of Invest or any Subsidiary. (f) No extension of time with respect to any date by which a Tax Return was or is to be filed by or with respect to Invest or any Subsidiary is in force, and no waiver or agreement by Invest or any Subsidiary is in force for the extension of time for the assessment or payment of any Taxes. (g) Neither Invest nor any of the Subsidiaries has granted a power of attorney to any Person with respect to any Taxes. (h) Neither Invest nor any Subsidiary is a party to any contract, agreement, plan or arrangement relating to allocating or sharing the payment of, indemnity for, or liability for, Taxes. (i) Invest is not, and has not yet delinquent 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. (j) Neither Invest nor any Subsidiary has ever participated in an international boycott within the meaning of Section 999 of the Code. (k) Invest and the Subsidiaries have, in all material respects, properly and in a timely manner documented their transfer pricing methodology in compliance with the applicable provisions of Swiss federal, Swiss cantonal, Swiss local or foreign Tax Law or regulation. In particular, the reserves with respect to Taxes on the respective books of each of Invest and the Subsidiaries, in relation to Taxes due or that might become due in connection with the transfer pricing methodology applied, are being contested sufficient to cover all Taxes of whatever nature that may be assessed or computed on the results, transactions, or capital of Invest and each of the Subsidiaries for all periods prior to the date of the Financial Statements irrespective of the financial period during which such Taxes may become due. (l) Neither Invest nor any Subsidiary was a foreign personal holding company (within the meaning of Section 552 of the Code) on or before December 31, 2004, and neither Invest nor any Subsidiary is or has been a passive foreign investment company (within the meaning of Section 1297 of the Code). (m) Other than as described on Schedule 4.21(m), neither Invest nor any Subsidiary is engaged in good faith a trade or business within the United States. (n) The taxable year for U.S. federal income tax purposes of Invest and each of its Subsidiaries ends on December 31 of each year. (o) Invest is a foreign corporation within the meaning of Section 7701(a)(5) of the Code. (p) Neither Invest nor any of the Subsidiaries has been includible with any other entity in any consolidated, combined, unitary or similar return for any Tax period for which the statute of limitations has not expired (other than any such return with respect to which Invest was the common parent). (q) Invest shall pay the Special Dividend entirely from its cash on hand or the cash on hand of the Distributing Subsidiaries, and neither the cash distributed by appropriate proceedingsInvest to Invest Shareholders in connection with the Special Dividend, nor any of the cash amounts distributed to Invest pursuant to any of the Subsidiary Dividends, have been funded by, are attributable to, or are otherwise traceable to (i) a borrowing or other debt or credit arrangement of any kind whatsoever involving Invest or any Subsidiary, including any borrowing or other debt or credit arrangement with an unrelated third party or an Affiliate, or (ii) a distribution, payment or other transfer by a Subsidiary to Invest other than pursuant to a Subsidiary Dividend.

Taxes and Tax Returns. The Seller (a) Each of MBI and the Target Entities (i) have MBI Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, all income and similar Tax Returns and all other material Tax Returns (as defined in subsection (c) below) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each of MBI and the Knowledge MBI Subsidiaries. Neither MBI nor any of the Seller Management MBI Subsidiaries has granted any extension or waiver of the Target Entitieslimitation period for the assessment or collection of Tax that remains in effect. There are no disputes, threatened, any audits, examinations, investigations examinations or other proceedings in respect progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes or Tax matters with respect to Seller upon MBI or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementMBI Subsidiaries. No claim has ever been made with respect to Seller by a Governmental Entity in a jurisdiction where MBI or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do MBI Subsidiaries has not file filed Tax Returns such that Seller MBI or any of the Target Entities MBI Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, MBI or any of this Agreementthe MBI Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of MBI and the MBI Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of MBI or any of the Target EntitiesMBI Subsidiaries. Neither MBI nor any of the MBI Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among MBI and the MBI Subsidiaries. Neither MBI nor any of the MBI Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was MBI, or (B) has any liability for the Taxes of any Person, other than MBI or any of the MBI Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither MBI nor any of the MBI Subsidiaries has been, within the past two 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 intended to qualify for tax-free treatment under Section 355 of the Code. No MBI Common Shares are owned by a Subsidiary of MBI. MBI is not yet 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. Neither MBI, nor any of the MBI Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither MBI nor any of the MBI Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). MBI has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of MBI and the MBI Subsidiaries relating to all taxable periods beginning on and after January 1, 2011, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to MBI or the MBI Subsidiaries. Neither MBI, any of the MBI Subsidiaries nor FNB, as a successor to MBI, will be required to include any item of material 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 method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of MBI or any of the MBI Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. (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, gains, property, capital, sales, transfer, use, payroll, bank shares tax, employment, severance, withholding, duties, intangibles, franchise, backup withholding, inventory, capital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i), and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treas. Reg § 1.1502-6(a) or not yet delinquent any predecessor or that are being contested in good faith and by appropriate proceedingssuccessor thereof of any analogous or similar provision under Law or otherwise.

Taxes and Tax Returns. The Seller and the Target Entities (ia) have Each Advisor has timely filed (all Tax Returns required by Applicable Law to be filed by it on or before the date hereof, taking into account any extension extensions of the time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all file such filed returns. All such Tax Returns are true, complete and accurate correct in all material respects; . (b) All Taxes attributable to any Advisor that are or were due and payable (iiwithout regard to whether such Taxes have been assessed) have paid been paid. Each Advisor has made adequate provisions on its books and records in accordance with prior accounting practices, consistently applied, for the payment of all Taxes owed reasonably expected to be due and payable with respect to the current and any prior tax periods. (c) Each Advisor has complied (and until the Closing will comply) in all material respects with all Applicable Laws relating to the payment and withholding of Taxes by such Tax Returns Advisor (whether including, without limitation withholding of Taxes pursuant to Code sections 1441 and 1442 or not shown as due similar provisions under any state or foreign law) and owing on has, within the Tax Returns). Seller time and each in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all material amounts required to be so withheld and paid over under all Applicable Laws. (d) Neither any Advisor nor any predecessor company has executed or filed with the IRS or any other Taxing Authority any agreement or other document extending, or having the effect of extending, the period for the assessment or collection of any Taxes. (e) There are no Encumbrances for Taxes upon any of the Target Entities Company Assets other than Encumbrances for Taxes not yet due or payable. (f) No power of attorney has withheld and remitted to the appropriate Governmental Entity been granted by any Taxes Advisor or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except Holding Company with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters Advisor with respect to Seller any matter relating to Taxes which is currently in force. (g) No Advisor is a party to or bound by any agreement providing for the allocation or sharing or indemnification of the Target Entities. any Taxes. (h) There are no unresolved questions claims, audits, suits, proceedings, or claims concerning investigations now pending against or with respect to any Advisor with respect to any Taxes. (i) Each Advisor is properly treated as a "partnership" under the Seller Code. Neither any Advisor nor any predecessor has been a member of an affiliated group filing a consolidated, combined, or unitary Tax Return. (j) No Advisor has or will have any Target Entity's Tax liabilities liability for the Taxes of any other Person as a transferee or successor, or otherwise. (k) No Advisor has filed and none will file a consent pursuant to Code section 341(f) or agreed to have Code section 341(f)(2) apply to any disposition of a subsection (f) asset (as such term is defined in Code section 341(f)(4)). (l) No Advisor is a party to any agreements, contracts, or arrangements that maywould result, individually separately or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither payment of any "excess parachute payments" within the Seller nor any meaning of Code section 280G. The consummation of the Target Entities has waived transactions contemplated hereby will not cause any statute of limitations in respect of Taxes or agreed payments to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been be made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be Advisor to become subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedings.limitations imposed under Code section 280G.

Taxes and Tax Returns. (a) The Seller has duly and the Target Entities (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them it on or before the date hereof, and all such filed Tax Returns are true, correct and complete and accurate in all material respects; and (ii) have . The Seller has duly paid or made provision on the Financial Statements, in accordance with GAAP, for the payment of all Taxes owed with respect that have been incurred or are due to such Tax Returns (whether or any taxing authorities by the Seller. The Seller has established reserves on the Financial Statements that are adequate for the payment of all Taxes of the Seller not shown as yet due and owing on payable. All amounts required to be paid by the Tax Returns)Seller as estimated income taxes under Code § 6655, and all comparable provisions of state or local statutes, have been duly paid. Since December 31, 2015, the Seller and each of has not incurred any liability for Taxes, other than in the Target Entities Ordinary Course; provided, however, that Seller has withheld and remitted to filed for extensions in connection with its 2015 tax returns. (b) There are no disputes pending in respect of, or claims asserted for, Taxes upon the appropriate Governmental Entity Seller, nor are there any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge Seller’s Knowledge, threatened audits or investigations or outstanding matters under discussion with any taxing authorities with respect to the payment of Taxes of the Seller, nor has the Seller given or been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Taxes for any period. No issues that have been raised by any taxing authority in connection with any Taxes or Tax Returns of the Seller Management are of a recurring nature that would apply to the Taxes or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any Returns of the Target EntitiesBuyer after the Closing Date. There To the Seller’s Knowledge, there are no unresolved questions threatened claims or disputes, nor is there any basis for any claims concerning the Seller or any Target Entity's Tax liabilities that maydisputes, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any past due Taxes of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementSeller. No claim against the Seller has ever been made with respect to Seller or any of the Target Entities by any an authority in a jurisdiction where the Seller and the Target Entities do does not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there Returns. (c) There are no Liens with respect to any Taxes (except for Liens for Taxes, assessments or other governmental charges not yet due) upon any of the assets Purchased Assets. (d) There has been withheld or collected from each payment made to each employee of the Target EntitiesSeller the amount of all Taxes, including, to the extent applicable, federal income Taxes, Federal Insurance Contributions Act Taxes, and state and local income, payroll and wage Taxes, required to be withheld or collected therefrom through the date hereof, and there has been withheld from each payment made by the Seller to each other than Permitted Liens for Taxes not yet due Person the amount of all Taxes, including without limitation, to the extent applicable, sales Taxes, required to be withheld or collected therefrom through the date hereof, and payable the same have been paid to the proper Tax depositories or not yet delinquent collecting authorities by the date hereof or that are being contested in good faith and by appropriate proceedingsshall be timely paid to the proper Tax authorities thereafter.

Taxes and Tax Returns. The Seller (a) Each of CNB and the Target Entities its Subsidiaries has filed all Tax Returns that it was required to file under applicable laws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations. All Taxes due and owing by CNB and its Subsidiaries (iwhether or not shown on any Tax Return) have timely filed (taking into account been paid other than Taxes that have been reserved or accrued on the balance sheet of CNB or its Subsidiaries or which CNB and/or its Subsidiaries are contesting in good faith. None of CNB or its Subsidiaries is the beneficiary of any extension of time within which to file) all income, franchisefile any Tax Return, and similar neither CNB nor any of its Subsidiaries currently has any open Tax years. No claim has ever been made by an authority in a jurisdiction where CNB or its Subsidiaries do not file Tax Returns that CNB or its Subsidiaries are or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and all other material Tax Returns required to be filed by payable) upon any of them the assets of CNB or its Subsidiaries. (b) Each of CNB and all such filed Tax Returns are complete its Subsidiaries has withheld and accurate in all material respects; and (ii) have paid all Taxes owed with respect required to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has have been withheld and remitted to the appropriate Governmental Entity paid in connection with any Taxes amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor independent contractor, creditor, shareholder, or other third party, except with respect to matters contested in good faith. As . (c) Except as set forth on Schedule 4.12(c) of the date of this AgreementCNB Disclosure Schedule, there no foreign, federal, state, or local Tax audits or administrative or judicial Tax proceedings are not pending or, being conducted or to the Knowledge of the Seller Management CNB are threatened with respect to CNB or the Target Entitiesits Subsidiaries. Neither CNB nor any of its Subsidiaries has received from any foreign, threatenedfederal, state, or local Tax authority (including jurisdictions where CNB and any audits, examinations, investigations of its Subsidiaries have not filed Tax Returns) any (i) notice indicating an intent to open an audit or other proceedings review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against CNB or its Subsidiaries. (d) CNB has provided the Company with true and complete copies of the United States federal, state, local, and foreign income Tax Returns filed with respect to CNB and its Subsidiaries for Tax periods ended December 31, 2018, 2017 and 2016. CNB has delivered to the Company correct and complete copies of all examination reports, and statements of deficiencies assessed against or agreed to by CNB or any of its Subsidiaries pertaining to Tax Returns filed for the years ended December 31, 2018, 2017 and 2016. CNB and each of its Subsidiaries have timely and properly taken such actions in response to and in compliance with notices CNB or any of its Subsidiaries have received from the IRS in respect of Taxes or Tax matters with respect to Seller information reporting and backup and nonresident withholding as are required by law. (e) None of CNB or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, its Subsidiaries have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any a Tax assessment or deficiency. Neither the Seller nor . (f) None of CNB or any of its Subsidiaries have been a United States real property holding corporation within the Target Entities meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Each of CNB and its Subsidiaries have 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 Section 6662 of the Code. None of CNB or any of its Subsidiaries is a party to or bound by any tax Tax allocation or sharing agreement. No claim CNB (i) has ever not been made with respect to Seller a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which CNB is or was the common parent), 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 CNB or any of its Subsidiaries) under Section 1.1502-6 of the Target Entities Treasury Regulations (or any similar provision of state, local, or foreign law), as a transferee or successor, by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller contract, or otherwise. (g) The unpaid Taxes of CNB or any of the Target Entities is or may be subject to taxation by that jurisdiction. As its Subsidiaries (i) did not, as of the date end of this Agreement, there are no Liens with respect to any Taxes upon the most recent period covered by CNB’s or any of its Subsidiaries’ call reports filed on or prior to the assets date hereof, 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 Target Entitiesfinancial statements included in CNB’s or any of its Subsidiaries’ call reports filed on or prior to the date hereof (rather than in any notes thereto), other than Permitted Liens and (ii) 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 each of CNB or any of its Subsidiaries in filing its Tax Returns. Since the end of the most recent period covered by CNB’s or any of its Subsidiaries’ call reports filed prior to the date hereof, none of CNB or any of its Subsidiaries has incurred any liability for Taxes not yet due arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and payable practice. (h) None of CNB or not yet delinquent any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “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; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date. (i) None of CNB or any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that are being contested was purported or intended to be governed in good faith whole or in part by Section 355 or Section 361 of the Code. (j) None of CNB or any of its Subsidiaries has participated in a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations (or any predecessor provision) and by appropriate proceedingsnone of CNB or any of its Subsidiaries has been notified of, or to CNB’s Knowledge has participated in, a transaction that is described as a “reportable transaction” within the meaning of Section 1.6011-4(b)(1) of the Treasury Regulations.

Taxes and Tax Returns. (a) The Seller and the Target Entities (i) have timely has filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be have been filed by any of them and and, except as set forth in Schedule 3.20(a) attached to this Agreement, has paid all Taxes that have become payable. All such filed Tax Returns are complete and accurate and disclose all Taxes required to be paid by the Seller for the periods covered thereby. All Taxes not yet due and payable by the Seller which relate to periods ending on or before the date of the Seller's Balance Sheet are reflected as a liability thereon. All Taxes not due and payable by the Seller before the Closing Date with respect to periods ending after the date of the Seller's Balance Sheet have been withheld or reserved for and are reflected as liabilities on the Books and Records of the Seller. (b) Except as set forth in all material respectsSchedule 3.20(b)(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), (i) no deficiency for any Taxes has been proposed, asserted or assessed against the Seller that has not been resolved and paid in full or fully reserved for and identified on the Seller's Balance Sheet; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any Shareholder has received any outstanding and unresolved notices from the IRS or any other Governmental or Regulatory Authority of any proposed examination or of any proposed change in reported information relating to the Seller; and (iii) no Legal Proceeding or audit or similar foreign Legal Proceedings are pending or to the Seller's or any Shareholder's Knowledge, threatened with regard to the Seller's Taxes or Tax Returns. (c) No waiver or comparable consent given by the Seller regarding the application of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes or Tax Returns is outstanding, nor is any request for any such waiver or consent pending. (d) There are no Encumbrances of any kind for Taxes upon any of the assets of the Target Entities, Purchased Assets other than Permitted Liens for those Encumbrances for Taxes not yet due and payable payable. (e) The Seller has complied with all applicable Requirements of Law relating to the payment and withholding of Taxes (including, without limitation, withholding Taxes pursuant to Sections 1441 and 1442 of the Code). All monies the Seller is required by applicable Requirement of Law to collect or withhold from the employees of the Seller for income Taxes, social security and other payroll Taxes, or from independent contractors, shareholders or other third parties, have, within the time and manner presented by applicable Requirement of Law, been collected or withheld, and either paid to the respective Governmental or Regulatory Authority. (f) The Seller has not, during the five-year period ending on the Closing Date, been a personal holding company within the meaning of ss.541 of the Code. (g) The Seller has never filed or been included in any combined or consolidated Tax Return with any other Person or been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code. The Seller does not yet delinquent otherwise have liability for the Tax of any other Person under Treas. Reg. ss. 1. 1502-6 (or any comparable provisions of state, local or foreign Tax Law) and the Seller is not a party to or bound by any Contract with respect to Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing Authority) and is not otherwise responsible by 38 Contract or any Requirement of Law (including theories of successor or transferee liability) or otherwise, for the Taxes of any other Person. (h) The Seller has not been at any time on or before the Closing Date, a "United States real property holding corporation" within the meaning of ss.897 of the Code; and the Seller will timely supply to Purchaser such documentation as may be required to relieve the Purchaser of the obligation to withhold Taxes pursuant to ss.ss.897 and 1445 of the Code. (i) Neither the Seller nor the Purchaser will, as a result of any or the Transactions, be obligated to make a payment that would be a "parachute payment" to a "disqualified individual" as those terms are being contested defined in good faith and ss.280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (j) The Seller has not filed a consent under ss.341(f) of the Code or any comparable provision of a state statute. (k) None of the Purchased Assets is required to be treated as owned by appropriate proceedingsany other Person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Code. (l) To the Knowledge of the Seller or any Shareholder, no state of facts exists or has existed that would constitute grounds for the assessment of Tax liability with respect to periods that have not been audited by the IRS or any other Taxing Authority.

Taxes and Tax Returns. The Seller and Except as set forth on Schedule 5.3(s) of the Target Entities Company Disclosure Schedule: (i) have The Company and each of its Subsidiaries have, since December 31, 1996, timely filed (taking into account any extension of time within which to file) in correct form all income, franchise, and similar Tax Returns and all other material Tax Returns that were required to be filed by any either of them on or prior to the date hereof, and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns by them (whether or not shown show as due and owing on the any Tax Returns). Seller and each of the Target Entities . (ii) No assessment that has withheld and remitted to the appropriate Governmental Entity any Taxes not been settled or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except otherwise resolved has been made with respect to matters Taxes, other than such additional Taxes as are being contested in good faith. As faith and which are described on Schedule 5.3(s) of the date of this Agreement, there are not pending or, to the Knowledge Company Disclosure Schedule. The Tax Returns of the Seller Management or Company and its Subsidiaries have been examined by the Target Entities, threatened, any audits, examinations, investigations IRS or other proceedings in respect of Taxes or Tax matters taxing authority, as applicable, for all years through 1993 and any liability with respect to Seller or any of the Target Entitiesthereto has been satisfied. There are no unresolved questions disputes pending or written claims concerning asserted for Taxes or assessments upon either the Seller Company or any Target Entity's Tax liabilities that mayof its Subsidiaries, individually nor has the Company or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of its Subsidiaries been requested to give, or has given, any currently effective waivers extending the Target Entities has waived any statute statutory period of limitations in respect of Taxes or agreed to any extension of time with respect limitation applicable to any Tax assessment or deficiency. Neither the Seller Company nor any of its Subsidiaries is currently the Target Entities is a party beneficiary of any extension of time within which to file any tax allocation or sharing agreementTax Return. No claim deficiency in Taxes or other proposed adjustment that has ever not been made with respect to Seller settled or otherwise resolved has been asserted in writing by any taxing authority against the Company or any of its Subsidiaries. To the Target Entities by any authority in a jurisdiction where Seller and best knowledge of the Target Entities do not file Company, no Tax Returns that Seller Return of Company or any of the Target Entities its Subsidiaries is or may be subject to taxation now under examination by that jurisdictionany applicable taxing authority. As of the date of this Agreement, there There are no Liens with respect to any liens for Taxes upon (other than current Taxes not yet due and payable) on any of the assets of the Target EntitiesCompany or any of its Subsidiaries. (iii) Adequate provision has been made on the Company Balance Sheet for all Taxes of the Company and its Subsidiaries in respect of all periods through the date hereof. In addition, other than Permitted Liens (A) proper and accurate amounts have been withheld by each of the Company and its Subsidiaries from its respective employees for Taxes not yet all prior periods in compliance in all respects with the tax withholding provisions of applicable federal, state, county and local laws; (B) federal, state, county and local returns which are accurate and complete in all respects have been filed by the Companies for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes; and (C) 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 included in the Company 2001 Form 10-K, or, respect to returns filed after the date hereof, will be so paid or provided for in the consolidated financial statements of the Company for the period covered by such returns. Since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has 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. The Company has made available to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company, or any of its Subsidiaries filed or received since December 31, 1999. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax indemnification, Tax allocation or Tax sharing agreement with any person or entity or has any current or potential contractual obligation to indemnify any other person or entity with respect to Taxes. (v) Neither the Company nor any of its Subsidiaries has filed or been included in a combined, consolidated or unitary income Tax Return (including any consolidated federal income Tax Return) other than one of which the Company was the parent. (vi) Except as disclosed on Schedule 5.3(s)(vi) of the Company 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 yet delinquent be deductible under Code Section 162(m) or Code Section 280G. Neither the Company nor any of its Subsidiaries has filed a consent under Code section 341(f) concerning collapsible corporations. (vii) No property of the Company or any of its Subsidiaries is property that are is or will be required to be treated as being contested owned by another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code (as in good faith effect prior to its amendment by the Tax Reform Act of 1986) or is "tax exempt use property" within the meaning of Section 168(h) of the Code. 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 any such adjustment or change in accounting method. (viii) None of the Company 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 period (or portion thereof) ending after the Closing Date as a result of any: (A) closing agreement as described in Code section 7121 (or any corresponding or similar provision of state, local, or foreign income Tax law) executed on or prior to the Closing Date; (B) 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 foreign income Tax law); (C) installment sale or open transaction disposition made on or prior to the Closing Date; or (D) pre paid amount received on or prior to the Closing Date. (ix) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by appropriate proceedingsanother Person, in a transaction that was purported or intended to be governed in whole or in part by Code section 355 or section 361.

Taxes and Tax Returns. The Seller and (a) With respect to the Target Entities Acquired Companies (i) have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them have been timely and all such filed Tax Returns are complete and accurate in all material respects; and properly filed, (ii) have paid all Taxes owed due and payable as of the date of the balance sheet included in the Interim Financials have been paid or accrued on the Interim Financials in accordance with respect GAAP consistently applied in accordance with past practices (other than Income Taxes), (iii) all Taxes for which a notice of assessment or collection has been received as of the date of the balance sheet included in the Interim Financials (other than amounts being contested in good faith by appropriate proceedings and for which the liability therefor has been accrued on the Interim Financials in accordance with GAAP consistently applied in accordance with past practices (other than Income Taxes), have been paid, and (iv) the Liability for Non-Income Taxes for periods ending on or before the Closing Date and for the portion of the Straddle Period through the Effective Time will be accrued on the Final Closing Balance Sheet in accordance with the Applicable Accounting Principles. No Governmental Authority has asserted any claim for Taxes, or to such Seller's knowledge, has threatened to assert any claim for Taxes. Any open years for Income Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has Acquired Companies are as set forth in the Seller Disclosure Schedule. All Taxes required by Law to be withheld or collected and remitted (including without limitation, Income Tax, Canada Pension Plan contributions, Unemployment Insurance and Workmans' Compensation premiums and their respective Canadian equivalents) by the Acquired Companies have been withheld or collected and paid to the appropriate Governmental Entity any Taxes Authorities (or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faithare properly being held for such payment). As of the date of the balance sheet included in the Interim Financials, there are no liens for Taxes upon the assets of the Acquired Companies (other than liens for Taxes that are not yet due or that have been contested in good faith by appropriate proceedings and for which an appropriate reserve has been accrued on the Interim Financials in accordance with GAAP consistently applied in accordance with past practices). (b) The Seller has previously delivered to the Buyer materially true, correct and complete copies of (i) all Tax Returns filed by or on behalf of any of the Acquired Companies for all completed Tax years that remain open for audit or review by the relevant Taxing authority and (ii) all material and presently effective ruling requests, private letter rulings, notices of proposed deficiencies, closing agreements, settlement agreements, and any similar documents or communication sent or received by, or relating to, any of the Acquired Companies. (c) None of the Acquired Companies has been notified that either the Internal Revenue Service, the Canadian Customs and Revenue Agency or any other Governmental Authority has raised any adjustments or intends to raise such adjustments, in connection with any Tax Return of the Acquired Companies; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to any Acquired Company; (d) No Acquired Company (i) is or has made an election to be treated as, a "consenting corporation" under Section 341(f) of the Code and (ii) is not, and has not been, a "personal holding company" within the meaning of Section 542 of the Code or a United States real property holding corporation within the meaning of Code (S) 897; (e) The Company and the Company's Subsidiaries are each a member of the consolidated tax group of which Seller is the parent for Federal Income Tax purposes, and have filed Income Tax returns as a member of such tax group for all periods since 1990 or since each such Company or Company Subsidiary was formed or acquired by the Company or Seller. (f) A change in control of the Acquired Companies constituting a change in the ownership of a substantial portion of the assets of Seller's affiliated group (within the meaning of Treas. Reg. (S) 1.280G-1, Q&A-29(a)) shall not occur as a result of Buyer's acquisition of the Company pursuant to this Agreement. (g) Neither the Company nor the Company Subsidiaries has engaged in a "listed transaction" as described in Treasury Regulation section 1.6011-4(b)(2); (h) As a consequence of the transactions contemplated by this Agreement, there are Buyer is not pending orobligated to withhold any United States Federal, state or local Income Taxes (or withholdings in lieu of Income Taxes) or any Canadian Federal, provincial or local Income Taxes (or withholdings in lieu of Income Taxes) from any payments it makes to the Knowledge Seller except as contemplated by Section 4.2.14. (i) None of the Seller Management Acquired Companies is a party to, is bound by, or the Target Entities, threatenedhas any obligation under, any auditstax sharing agreement, examinationstax indemnification agreement or similar contract or arrangement, investigations or other proceedings excluding leases entered into in respect the ordinary course of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that maybusiness and sales contracts, either individually or in the aggregate, that do not have a Material Adverse Effect material adverse effect. (j) Each of UAP Canada and are Access is a registrant for the purposes of the Excise Tax Act (Canada) having registration number 875431603RT0001 and 886399849RC0001, respectively, and is not disclosed or provided a financial institution within the meaning of the Excise Tax Act (Canada). The Company is not a registrant for the purposes of the Excise Tax Act (Canada). (k) ConAgra Limited is a resident of Canada within the meaning of the Income Tax Act (Canada). ConAgra Foods Refrigerated Foods Co., Inc. is a non-resident of Canada within the meaning of the Income Tax Act (Canada). The Company Stock does not constitute "taxable Canadian property" as defined in the Financial Statements. Neither Income Tax Act (Canada). (l) Notwithstanding anything to the Seller nor any contrary contained in this Section 7.11, a representation and warranty set forth in this Section 7.11 shall not be considered to be breached unless as a consequence of such representation and warranty being untrue, the Target Entities has waived any statute Buyer or an Acquired Company suffers a loss from such breach exceeding $50,000 exclusive of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither interest, penalties, fees and costs accruing after the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsClosing Date.

Taxes and Tax Returns. The Seller Except as set for on Schedule 5.11 of the EFC Disclosure Schedule, and except as individually or in the Target Entities aggregate would not be reasonably expected to have a Material Adverse Effect on EFC Inc.: (i) have timely filed EFC Inc. has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code effective as of, and at all times since, its organization; (taking into account ii) As of the date hereof, each of the other Existing EFC Entities is a qualified subchapter S subsidiary within the meaning of Section 1361 of the Code. (iii) except as set forth in Section 5.11 of the EFC Disclosure Schedule, neither EFC Inc. nor any extension of time within which to filethe other Existing EFC Entities has or has ever had, any liability for U.S. federal income taxes; (iv) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed with any Taxing Authority on or before the Initial Closing by or on behalf of EFC Inc. or any of them and the other Existing EFC Entities have been duly filed on a timely basis in accordance with all applicable Laws; (v) at the time of their filings all such filed Tax Returns are were complete and accurate correct in all material respects; and ; (iivi) have all material Taxes required to be paid all Taxes owed with respect to such Tax Returns (whether by EFC Inc. or not shown as due and owing on the Tax Returns). Seller and each any of the Target other Existing EFC Entities has withheld and remitted to the appropriate Governmental Entity any Taxes on or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of before the date of this AgreementAgreement have been paid, and the reserves for Taxes of EFC Inc. and the other Existing EFC Entities reflected in the Latest EFC Balance Sheet were adequate to cover all Taxes that have not been paid, but which under GAAP were accruable, through the date of the Latest EFC Balance Sheet; (vii) there are not pending or, to the Knowledge no Liens for Taxes upon any assets of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller EFC Inc. or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target other Existing EFC Entities, other than Permitted except Liens for Taxes not yet due and payable or not yet delinquent or that which are being contested in good faith faith; (viii) there are no outstanding deficiencies, assessments or written proposals for the assessment of Taxes proposed, asserted or assessed against EFC Inc. or any of the other Existing EFC Entities, and, to the knowledge of the Edelman Parties, no grounds exist for any such assessment of Taxes; (ix) no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted to or applied for by EFC Inc. or any of the other Existing EFC Entities; (x) neither EFC Inc. nor any of the other Existing EFC Entities (x) is a party to any Tax sharing or allocation agreement, (y) has been a member of a consolidated, combined or unitary group for purposes of filing Tax Returns, except the consolidated group of which EFC Inc. is the common parent corporation, and (z) has any liability for the Taxes of any other Person as a transferee or successor, by appropriate proceedingscontract or otherwise; (xi) none of the Tax Returns of EFC Inc. or any of the other Existing EFC Entities are the subject of an action, suit, proceeding, audit or examination by a Taxing Authority; and (xii) EFC Inc. and each of the other Existing EFC Entities has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, or other party.

Taxes and Tax Returns. The Seller Each of FNB and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) filed, including all incomeapplicable extensions, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect it on or prior to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there all such Tax Returns being accurate and complete in all material respects, has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not pending oryet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax payments sufficient to the Knowledge avoid any underpayment penalties or interest have been made by or on behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the Seller Management limitation period for the assessment or the Target Entities, threatened, any audits, examinations, investigations or other proceedings collection of Tax that remains in respect of Taxes or Tax matters with respect to Seller or any of the Target Entitieseffect. There are no unresolved questions disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims concerning the Seller asserted, for Taxes upon FNB or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementits Subsidiaries. No claim has ever been made with respect to Seller or any of the Target Entities by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller FNB or any of the Target Entities its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. As All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the date Tax Returns of, or including, FNB or any of this Agreementits Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, there by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens with respect to any for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of FNB or any of its Subsidiaries. Except as set forth on Section 4.10 of the Target EntitiesFNB Disclosure Schedule, neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement, other than Permitted Liens such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past two 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, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not yet 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. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). BCSB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due and payable from or not yet delinquent with respect to FNB or that are being contested its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material 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 good faith and by appropriate proceedingsmethod of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date.

Taxes and Tax Returns. The Seller (a) DFFN and the Target Entities Association have duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined), and have duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and disclosed in writing to Crown) and (ii) have timely filed not finally been determined. DFFN has established (taking into account and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed, accrued or applicable. Except as set forth in DFFN Disclosure Schedule 2.07(a), (i) the federal income tax returns of DFFN have been examined by the Internal Revenue Service ("IRS") (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Delaware income tax returns of DFFN have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon DFFN, nor has DFFN given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in DFFN Disclosure Schedule 2.07(b), DFFN (i) has not requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect is not a party to such Tax Returns any agreement providing for the allocation or sharing of Taxes, (whether or iii) is not shown as due and owing on the Tax Returns). Seller and each required to include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by DFFN (nor does DFFN have any knowledge that the IRS has withheld and remitted proposed any such adjustment or change of accounting method), or (iv) has not filed a consent pursuant to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As Section 341(f) of the date Code or agreed to have Section 341(f)(2) of the Code apply. (c) For purposes of this Agreement, there are not pending or"Taxes" shall mean all taxes, to the Knowledge of the Seller Management or the Target Entitiescharges, threatenedfees, any audits, examinations, investigations levies or other proceedings in respect of Taxes or Tax matters assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to Seller income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any of the Target Entities. There are no unresolved questions kind whatsoever, together with any interest and any penalties, additions to tax or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities additional amounts imposed by any taxing authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller (domestic or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes foreign) upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsDFFN.

Taxes and Tax Returns. The Seller (a) Except as set forth in the Bancshares Disclosure Schedule or as would not have a Material Adverse Effect on Bancshares or CNL, Bancshares, CNL and the Target Entities (i) each of their Subsidiaries have timely filed (taking into account and until the Effective Time will so file) all Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due and payable on such Returns, other than Taxes or other charges which are being contested in good faith (and disclosed to Valley in writing). Except as set forth in the Bancshares Disclosure Schedule, Bancshares, CNL and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of Bancshares, CNL or any Subsidiary through such date, which reserves are adequate for such purposes. Except as set forth in the Bancshares Disclosure Schedule, the federal income Tax Returns of Bancshares, CNL and each of their Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Bancshares Disclosure Schedule, the applicable state income and local Tax Returns of Bancshares, CNL and each of their Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Bancshares Disclosure Schedule, to the knowledge of each of Bancshares and CNL, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Bancshares, CNL or any of their Subsidiaries, nor has Bancshares, CNL or any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in the Bancshares Disclosure Schedule, neither Bancshares, CNL nor any of their Subsidiaries: (i) has requested any extension of time within which to file) all income, franchise, and similar file any Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) is a party to any agreement providing for the allocation or sharing of Taxes (except agreements between and/or among Bancshares, CNL and/or any of their Subsidiaries); (iii) is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Bancshares, CNL or any Subsidiary (nor does Bancshares or CNL have paid all Taxes owed with respect any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code; (v) has been a party to any distribution occurring in the last five years in which the parties to such Tax distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns (whether or not shown as due and owing on the Tax Returns). Seller which include Bancshares, CNL and each of their Subsidiaries) provided for under the Target Entities laws of the United States, any foreign jurisdiction or any state or locality or has withheld and remitted to any liability for Taxes of any person (other than Bancshares, CNL and/or any of their Subsidiaries) arising from the appropriate Governmental Entity application of Treasury Regulations Section 1.1502-6 or any Taxes analogous provision under the laws of any foreign jurisdiction or other amounts that they were obligated to withhold from amounts owing any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has 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; (ix) is a party to any employeeagreement or arrangement that would result, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually separately or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes actual or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller deemed payment by Bancshares, CNL or any of their Subsidiaries of any “excess parachute payments” within the Target Entities meaning of Section 280G of the Code; and/or (x) has received any claim by any authority a Governmental Entity in a jurisdiction where Seller and the Target Entities do it does not file Tax Returns that Seller or any of the Target Entities it is or may be subject to taxation by that jurisdiction. As . (c) Except as set forth in the Bancshares Disclosure Schedule, (i) Bancshares, CNL and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the date payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Bancshares, CNL and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) will not result in a Material Adverse Effect on Bancshares. (d) Bancshares has made available to Valley correct and complete copies of: (i) all material Returns filed within the past three years by Bancshares, CNL and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three years relating to Taxes due from or with respect to Bancshares, CNL or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by Bancshares, CNL or any of their Subsidiaries with any Governmental Entities within the past five years with respect to Taxes. (e) For purposes of this Agreement, there are no Liens the terms: (i) “Tax” or “Taxes” means: (A) any and all taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including, without limitation, income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including, without limitation, any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis and such term shall include any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of an affiliated, consolidated, combined, unitary, or similar group or as a result of transferor or successor liability, and (C) any liability for the payment of any amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any Taxes upon any amounts of the assets of the Target Entitiestype described in (A) or (B); (ii) “Return” means any Return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) “Governmental Entity” means any (A) Federal, state, local, municipal or foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other than Permitted Liens for Taxes not yet due and payable tribunal) or not yet delinquent body exercising, or that are being contested in good faith and by appropriate proceedingsentitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (C) any self-regulatory organization, administrative or regulatory agency, commission or authority.

Taxes and Tax Returns. (a) HUBCO and HUBCO's subsidiaries have duly filed all Returns required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to Southington in writing). HUBCO and HUBCO's subsidiaries have established on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO or Lafayette through such date. The Seller HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO, Lafayette and HUBCO's other subsidiaries which have been examined by the Target Entities IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. The HUBCO Disclosure Schedule identifies the applicable state income tax returns of HUBCO, Lafayette and HUBCO's other subsidiaries which have been examined by the applicable authorities. No deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO, Lafayette or HUBCO's other subsidiaries, nor has HUBCO, Lafayette or HUBCO's other subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, neither HUBCO nor Lafayette nor any other subsidiary of HUBCO (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by HUBCO or Lafayette (nor does HUBCO have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller and (a) Except as set forth in Section 3.10(a) of the Target Entities Neenah Disclosure Schedules or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Neenah: (i) have each of Neenah and the Neenah Subsidiaries has duly and timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete; (ii) neither Neenah nor any of the Neenah Subsidiaries is the beneficiary of any extension of time within which to filefile any Tax Return (other than extensions to file Tax Returns obtained in the Ordinary Course of Business) nor has granted in writing any extension or waiver of the limitation period applicable to any Tax that remains in effect; (iii) all income, franchise, Taxes of Neenah and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns the Neenah Subsidiaries (whether or not shown as due and owing on the any Tax Returns) that are due (other than any Taxes being contested in good faith) have been fully and timely paid (taking into account all applicable extensions). Seller and ; (iv) each of Neenah and the Target Entities Neenah Subsidiaries has withheld and remitted paid all Taxes required to the appropriate Governmental Entity any Taxes have been withheld and paid in connection with amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor creditor, stockholder, independent contractor or other third party, except party and has complied with respect to matters contested in good faith. As all applicable information reporting requirements; (v) neither Neenah nor any of the date Neenah Subsidiaries has received written notice of this Agreementany Tax assessment or proposed Tax assessment, and there are not no threatened in writing or pending ordisputes, to claims, audits, examinations or other Proceedings regarding any Tax of Neenah and the Knowledge of the Seller Management Neenah Subsidiaries or the Target Entities, threatened, assets of Neenah and the Neenah Subsidiaries; (vi) no written claim has been made by any audits, examinations, investigations or other proceedings Governmental Entity in respect of Taxes or Tax matters with respect to Seller a jurisdiction where Neenah or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do Neenah Subsidiaries does not file a Tax Returns Return that Seller or any of the Target Entities such entity is or may be subject to taxation by Tax by, or required to file Tax Returns in, that jurisdiction. As ; and (vii) neither Neenah nor any of the date Neenah Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than (A) such an agreement or arrangement exclusively between or among Neenah and the Neenah Subsidiaries or (B) commercial Contracts entered into in the Ordinary Course of this AgreementBusiness the primary purpose of which is not Taxes). (b) Neither Neenah nor any of the Neenah 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 was Neenah or a Neenah Subsidiary), there or (ii) has any liability for the Taxes of any person (other than Neenah or any of the Neenah Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor or by contract. (c) Neither Neenah nor any the Neenah Subsidiaries has been, within the past three (3) 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 qualify for tax-free treatment under Section 355 of the Code. (d) Neither Neenah nor any of the Neenah Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (e) At no time during the past five (5) years has Neenah been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (f) There are no Liens with respect to any for Taxes upon on any of the assets of Neenah or of any of the Target EntitiesNeenah Subsidiaries, other than Permitted except Liens for Taxes which are not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsfaith.

Taxes and Tax Returns. The Seller (a) For purposes of this Section 3.9, FICS shall include FICS and each FICS Subsidiary and any other affiliated or related corporation or entity if FICS or any FICS Subsidiary has or could have any material liability for the Target Entities (i) have timely taxes of such corporation or entity. FICS has duly filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and it on or prior to the date hereof (all such filed Tax Returns are returns being accurate and complete and accurate in all material respects; ) and (ii) have has duly paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing made provision on the Tax Returns). Seller financial statements referred to in Sections 3.5 and each 6.6 hereof in accordance with U.S. GAAP for the payment of the Target Entities has withheld and remitted all material Taxes which have been incurred or are due or claimed to be due from it by Taxing Authorities on or prior to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, hereof other than Permitted Liens for Taxes not yet due and payable or (a) which (x) are not yet delinquent or that (y) are being contested in good faith and set forth in Section 3.9 of the FICS Disclosure Schedule and (b) which have not been finally determined. The charges, accruals, and reserves with respect to Taxes on the books of FICS are adequate (as determined in accordance with U.S. GAAP) and are at least equal to its liability for Taxes. There exists no proposed tax assessment against FICS except as disclosed in the FICS financial statements. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by appropriate proceedingsFICS. All Taxes that FICS is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. All liability with respect to the Tax Returns of FICS and its Subsidiaries has been satisfied for all years to and including 1998. No Taxing Authority has notified FICS of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Returns of FICS subsequent to 1998. There are no material disputes pending, or claims asserted for, Taxes or assessments upon FICS, nor has FICS been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Tax Return for any period. In addition, Tax Returns that are accurate and complete in all material respects have been filed by FICS for all periods for which returns were due with respect to income tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with U.S. GAAP has been included by FICS in the financial statements referred to in Sections 3.5 and 6.6 hereto. No audit by any relevant Taxing Authority in connection with any FICS Tax Return is pending or has been announced. All deficiencies proposed as a result of any examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1998. FICS has not consented to any waiver or extension of any statute of limitations with respect to any Tax. FICS has provided or made available to S1 Holdings complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of FICS. (b) For purposes of this Agreement:

Taxes and Tax Returns. The Seller (a) SBSO has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith. SBSO has established (and until the Effective Time will establish) on its books and records reserves that it reasonably believes are adequate for the payment of all federal, state and local taxes not yet due and payable, but are anticipated to be incurred in respect of SBSO through the Effective Time. Except as set forth in the SBSO Disclosure Schedule, the federal income tax returns of SBSO have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the SBSO Disclosure Schedule, the applicable state income tax returns of SBSO have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of SBSO, there are no audits or other administrative or court proceedings presently pending, or claims asserted, for taxes or assessments upon SBSO nor has SBSO given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or tax Returns. (b) Except as set forth in the SBSO Disclosure Schedule, SBSO (i) have timely filed (taking into account has not requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or is not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is not required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by SBSO (nor does SBSO have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) and (iv) has not filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller and the Target Entities (ia) have timely Jersey has duly filed (taking into account and until the Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith. Jersey has established (and until the Effective Time will establish) on its books and records reserves that it reasonably believes are adequate for the payment of all federal, state and local taxes not yet due and payable, but are anticipated to be incurred in respect of Jersey through the Effective Time. Except as set forth in the Jersey Disclosure Schedule, the federal income tax returns of Jersey have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Jersey Disclosure Schedule, the applicable state income tax returns of Jersey have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the best knowledge of Jersey, there are no audits or other administrative or court proceedings presently pending, or claims asserted, for taxes or assessments upon Jersey nor has Jersey given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or tax Returns. (b) Except as set forth in the Jersey Disclosure Schedule, Jersey has not requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or is not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, is not required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by Jersey (nor does Jersey have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method) and has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The (a) Each of the Seller and each of its Subsidiaries (referred to for purposes of this Section 5.12, collectively, as the Target Entities “Seller Companies”) has (i) have timely filed (taking into account any extension of time within which to fileor had timely filed on its behalf) with the appropriate Governmental Authorities all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them it (giving effect to all extensions), and all such filed Tax Returns are true, correct and complete and accurate in all material respects; respects and (ii) have timely paid (or had timely paid on its behalf) all Taxes owed with respect to such Tax Returns (material Taxes, whether or not shown as reflected on a Tax Return, required to have been paid by it. The most recent financial statements contained in the Sellers’ filed SEC reports reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income), in accordance with GAAP, for all Taxes, whether or not yet due and owing on the Tax Returns). Seller and each payable, of the Target Entities has withheld Seller Companies for all taxable periods and remitted portions thereof through the date of such financial statements. (b) There are no material liens for Taxes upon any property or assets of the Seller Companies, 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 reserves, in accordance with GAAP, have been established. (c) The Seller Companies have complied in all material respects with all applicable Laws, rules and regulations relating to the appropriate Governmental Entity any payment and withholding of Taxes (including withholding of Taxes in connection with amounts paid or other amounts that they were obligated to withhold from amounts owing to any employee, creditor former employee or third party, except with respect independent contractor) and have duly and timely withheld and have paid over to matters contested in good faith. the appropriate Governmental Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws. (d) As of the date of this Agreement, there no federal, state, local or foreign audits or other administrative proceedings or court proceedings are not presently pending or, with regard to the Knowledge any Taxes or Tax Returns of the Seller Management Companies, and none of the Seller Companies has received a written notice of any material pending or the Target Entitiesproposed claims, threatened, any audits, examinations, investigations audits or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target EntitiesTaxes. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any The relevant statute of limitations is closed with respect to the federal income Tax Returns of the Seller Companies for all years through March 31, 2003. (e) None of the Seller Companies has granted in respect writing any power of Taxes or agreed to any extension of time attorney which is currently in force with respect to any Taxes or Tax assessment or deficiency. Neither Returns. (f) None of the Seller nor Companies 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 Target Entities statute of limitations with respect to Taxes or Tax Returns have been given by or on behalf of the Seller Companies. (g) None of the Seller Companies is a party to or bound by or currently has any tax allocation material liability under any agreement providing for the allocation, sharing or sharing agreementindemnification of Taxes. Table of Contents (h) None of the Seller Companies has been included in any “consolidated,” “unitary” or “combined” Tax Return (other than Tax Returns which include only the Seller and any Seller Company) 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. (i) No claim has ever been made with respect to Seller or any of the Target Entities in writing by any authority Governmental Authorities in a jurisdiction where the Seller and the Target Entities Companies do not file Tax Returns that Seller or any of the Target Entities is such entity is, or may be be, subject to taxation by that jurisdiction. As . (j) The Seller Companies have made available to the Parent copies of (i) all of their material income 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 due from or with respect to the Seller Companies, and (iii) any closing letters or agreements entered into by the Seller or any Seller Company with any Governmental Authorities within the past five (5) years with respect to Taxes. (k) None of the Seller Companies has received any written notice of deficiency or assessment from any Governmental Authority for any material amount of Tax that has not been fully settled or satisfied. (l) None of the Seller Companies has 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 intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this AgreementAgreement (or will constitute such a corporation in the two years prior to the Effective Time) or which otherwise constitutes part of a “plan” or “series of related transactions” within the meaning of Section 355(e) of the Code in conjunction with the Offer and the Merger. (m) None of the Seller Companies will be required to include in a Taxable period ending after the Effective Time Taxable income attributable to income that arose in a prior Taxable period but was not recognized for Tax purposes in any prior Taxable period as a result of the installment method of accounting, there are the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or comparable provisions of any Tax Law or for any other reason (including as a result of prepaid amounts or deferred revenue received on or prior to the Effective Time). (n) None of the Seller Companies has participated in any “listed transaction”, as defined in Treasury Regulation Section 1.6011-4. (o) To the knowledge of the Seller, Section 5.12(o) of the Seller Letter sets forth a list of all Seller Companies that have made elections under Section 1362 of the Code to be treated as S corporations for federal income Tax purposes or made similar elections under any comparable provisions of any applicable Tax Laws. Table of Contents (p) There has been no Liens change in ownership (within the meaning of Section 382(g) of the Code) of the Seller or any predecessor. (q) Other than the Specified Parachute Payments (as defined below), no amount or other entitlement that could be received as a result of the transactions contemplated hereby (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Code Section 280G(c) of the Code) with respect to the Seller will constitute an “excess parachute payment” (as defined in Code Section 280G(b)(1)). Section 5.12(q) of the Seller Letter sets forth, with respect to each disqualified individual with respect to the Seller who could receive any Taxes upon excess parachute payment (i) such person’s name, title and base amount (as defined in Code Section 280G(b)(3)) and (ii) a calculation of the aggregate present value of the “parachute payments” (as defined in Code Section 280G(b)(2)) such person could receive (collectively, the “Specified Parachute Payments”). No current or former director, officer, employee, independent contractor or consultant of the Seller or any of its subsidiaries (collectively, “Seller Personnel”) is entitled to any gross-up, make-whole or other additional payment from the assets Seller or any of its subsidiaries in respect of any tax (including federal, state, local and foreign income, excise and other taxes (including taxes imposed under Code Sections 280G or 409A)) or interest or penalty related thereto. (r) To the knowledge of the Target EntitiesSeller, other than Permitted Liens Section 5.12(r) of the Seller Letter sets forth as of the most recent practicable date a list, by type of Tax, of each state in which the Seller Companies are (i) required to file a Tax Return relating to state income, franchise or sales or use Taxes or (ii) required to register for Taxes not yet due and payable sales or not yet delinquent or that are being contested in good faith and by appropriate proceedingsuse Tax purposes.

Taxes and Tax Returns. The Seller and (a) Except as set forth at Section 3.10(a) of the Target Entities NewMil Disclosure Schedule, (i) have timely filed (taking into account any extension of time within which to file) all incomefederal, franchisestate, local and similar Tax Returns and all other material foreign Tax Returns required to be filed by or on behalf of NewMil or any of them its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired, and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to shown on such Tax Returns, all Taxes required to be shown on Tax Returns (whether or not shown as for which extensions have been granted and all other Taxes due and owing on the Tax Returns). Seller and each payable by NewMil or any of the Target Entities its Subsidiaries have been paid in full, or NewMil has withheld and remitted to the appropriate Governmental Entity any made adequate provision for such Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except in accordance with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, GAAP; (iii) to the Knowledge of the Seller Management NewMil, there is no audit examination, deficiency assessment, Tax investigation or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time refund litigation with respect to any Tax assessment or deficiency. Neither the Seller nor any Taxes of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller NewMil or any of the Target Entities its Subsidiaries, and no claim has been made by any authority Taxing Authority in a jurisdiction where Seller and the Target Entities do NewMil or any of its Subsidiaries does not file Tax Returns that Seller NewMil or any of the Target Entities such Subsidiary is or may be subject to taxation by Tax in that jurisdiction. As ; (iv) neither NewMil nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the date assessment or collection of this Agreement, any material Tax due that is currently in effect; (v) there are no Liens with respect to any liens for Taxes upon on any of the assets of the Target EntitiesNewMil or any of its Subsidiaries, other than Permitted Liens liens for Taxes not yet due and payable payable; (vi) NewMil and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and NewMil and each of its Subsidiaries 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; (vii) NewMil is the “common parent,” and all of its Subsidiaries are “members,” of an “affiliated group” of corporations (as those terms are defined in Section 1504(a) of the Code) filing consolidated U.S. federal income tax returns (the “NewMil Group”); (viii) Neither NewMil nor any of its Subsidiaries is or has ever been a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, other than the NewMil Group, and neither NewMil nor any of its Subsidiaries is liable for any Taxes of any Person (other than NewMil and its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise; (ix) Neither NewMil nor any of its Subsidiaries is a party to or bound by any Tax allocation or sharing agreement; (x) NewMil has delivered to Wxxxxxx copies of, and Section 3.10(a) of the NewMil Disclosure Schedule sets forth a complete and accurate list of, Tax Returns filed with respect to the taxable periods of NewMil ended on or after December 31, 2002, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of an audit; (xi) the unpaid Taxes of NewMil and its Subsidiaries did not, as of the date of any financial statements of NewMil furnished to Wxxxxxx pursuant to Section 3.6, 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 such financial statements (rather than any notes thereto) and do not yet delinquent exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of NewMil in filing its Tax Returns; (xii) neither NewMil 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 during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (xiii) NewMil has disclosed on its federal income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code; and (xiv) neither NewMil nor any of its Subsidiaries has entered into or otherwise participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or any other “reportable transaction” within the meaning of Treas. Reg. § 1.6011-4(b). (b) NewMil has no Knowledge of any fact or circumstance that are being contested in good faith and by appropriate proceedingswould prevent the transactions contemplated hereby from qualifying as a reorganization under section 368(a) of the Code. (c) For purposes of this Agreement:

Taxes and Tax Returns. The Seller (a) Each of the Company and the Target Entities (i) have its Subsidiaries has duly and timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns (as defined herein) required to be filed by any it, each of them the Company and its Subsidiaries has duly paid or made adequate provision in accordance with GAAP in the Company's 10-K Balance Sheet for the payment of all material Taxes (as defined herein) which have become due as of the date thereof, and have withheld from their employees all material Taxes required to have been withheld and have paid over all such material Taxes to the proper governmental authority, and all such filed Tax Returns are accurate and complete and accurate in all material respects; . Federal, state and (ii) local Tax Returns have paid been filed by the Company and its Subsidiaries for all Taxes owed periods for which Tax Returns were due with respect to income tax withholding, Social Security and unemployment Taxes, except for such failures to file such Tax Returns (whether or that, in the aggregate would not shown as due and owing have a Material Adverse Effect on the Tax Returns)Company. Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there There are not no disputes pending or, to the Knowledge knowledge of the Seller Management or the Target EntitiesCompany, threatened, any auditsrelated to, examinationsor claims asserted for, investigations or other proceedings in respect of material Taxes or Tax matters with respect to Seller assessments upon the Company or any of its Subsidiaries for which the Target EntitiesCompany does not have specific and adequate contingency reserves to the extent required by GAAP. There are no unresolved questions material liens for Taxes upon any property or claims concerning assets of the Seller Company or its Subsidiaries, other than liens for Taxes that are not delinquent. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any material Taxes of the Company or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided of its Subsidiaries for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreementperiod. No claim has ever been made with respect to Seller by any taxing authority in any jurisdiction where the Company or any of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do its Subsidiaries currently does not file Tax Returns that Seller the Company or any of the Target Entities its Subsidiaries is or may be subject to taxation by that material Tax in such jurisdiction. As Neither the Company nor any of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in a material distribution intended to qualify under Section 355(a) of the date Code. Neither the Company nor any of this Agreement, there are no Liens with respect its Subsidiaries is a party to any Taxes upon Tax sharing, allocation or indemnification agreement or arrangement, other than any such customary agreements with customers, vendors, lessors or the like entered into in the ordinary course of business. Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated, combined or unitary Tax Return (other than the affiliated group of which the Company is the common parent or of which such Subsidiary was the common parent) or has any material liability for the Taxes of any person (other than the Company or its Subsidiaries) under Treasury Regulation ss. 1.1502-6 (or any similar provision of state, local or foreign law). The Company will have continuously and directly conducted, by performing active and substantial management and operational functions, an active trade or business having both revenues and expenses (the "COMPANY ACTIVE BUSINESS"), for the entire five year period ending at the Effective Time and will have directly employed and compensated at least 50 individuals in the Company Active Business in each of the five years during the five year period ending at the Effective Time. The fair market value of the gross assets of the Target EntitiesCompany Active Business on the date hereof equals, and immediately prior to the Effective Time, will equal, at least five percent of the total fair market value of the gross assets of the Company. Neither the Company nor any of its Subsidiaries has engaged in, or is a party to, any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4 that has not been reported in accordance with Treasury Regulation Section 1.6011-4. (b) As of December 31, 2004, the Company and its Subsidiaries had net operating loss carryforwards for U.S. federal income tax purposes purposes ("NOLS"), other than Permitted Liens for Taxes those NOLs attributable to Interactive Search Holdings ("ISH"), Net Effect Systems, Inc. ("NES") and Direct Hit Technologies, Inc. ("DHT"), totaling approximately $270 million (such NOLs excluding the ISH, NES and DHT NOLs, the "NOL CARRYFORWARDS"). The NOL Carryforwards are subject to the limitations under Section 382 of the Code described in Section 4.10(b) of the Company Disclosure Schedule. (c) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any material amount that will not yet due and payable be fully deductible as a result of Section 162(m) of the Code (or not yet delinquent any similar provision of state, local or that are being contested in good faith and by appropriate proceedingsforeign law).

Taxes and Tax Returns. The (a) Each of Seller and the Target Entities Seller Subsidiaries has (i) have timely filed (or has caused to be timely filed) (after taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them it, and all such filed Tax Returns are true, accurate and complete and accurate in all material respects; and (ii) timely paid (or has caused to be timely paid) all material Taxes required to have been paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third partyby it, except with respect to matters for Taxes that are being contested in good faithfaith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP. As of The most recent financial statements contained in the Seller SEC Documents reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes payable by Seller and Seller Subsidiaries for all taxable periods and portions thereof through the date of this Agreement, there are not pending or, such financial statements in accordance with GAAP. (b) All material Taxes required to be withheld by Seller or any Seller Subsidiary have been withheld and have been (or will be) duly and timely paid to the Knowledge proper Governmental Authority. (c) Except as set forth in Section 5.12(c) of the Seller Management Disclosure Letter, none of the Tax Returns filed by Seller or any Seller Subsidiary in the Target Entitiespast five (5) years, threatenedor Taxes payable by Seller or any Seller Subsidiary in the past five (5) years, have been the subject of an audit, action, suit, Proceeding, claim, examination, deficiency or assessment by any auditsGovernmental Authority, examinationsand no audit, investigations action, suit, Proceeding, claim, examination, deficiency or other proceedings in respect of Taxes or Tax matters assessment is currently pending with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller Subsidiaries, nor has Seller or any Target Entity's Tax liabilities that maySeller Subsidiaries received any written notice of any threatened deficiency, individually assessment, or Proceeding related to Taxes. (d) Except as set forth in Section 5.12(d) of the aggregateSeller Disclosure Letter, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the neither Seller nor any of the Target Entities Seller Subsidiary has waived any statute of limitations in limitation with respect of Taxes to any Tax or agreed to any extension of time with respect to any a Tax assessment or deficiency. . (e) Seller is not, nor has it been during the applicable period specified in Section 897(c)(1)(A)(ii), of the Code, a U.S. real property holding corporation (as defined in Section 897(c)(2) of the Code). (f) Neither the Seller nor any Seller Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Target Entities is Code) in a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any distribution of stock qualifying for tax-free treatment under Section 355 of the Target Entities by any authority Code (A) in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of two (2) years before the date of this Agreement or (B) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (g) Neither Seller nor any Seller Subsidiary has ever been a member of a group filing a consolidated federal income Tax Return or a combined, there consolidated, unitary or other affiliated group Tax Return for state, local or non-U.S. Tax purposes (other than a group the common parent of which is Seller), and neither Seller nor any Seller Subsidiary has any liability for the Taxes of any Person (other than Seller or one of the Seller Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or non-U.S. Tax Law), as a successor, transferee, by contract, or otherwise. (h) During the last five years, neither Seller nor any Seller Subsidiary has participated in any so-called "listed transaction" (as defined in U.S. Treasury Regulations Section 1.6011-4(b)(2)). (i) There are no Liens with respect to any Encumbrances for Taxes upon any of the assets of the Target EntitiesSeller's or any Seller Subsidiary's assets, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsEncumbrances.

Taxes and Tax Returns. The (a) Seller has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined) and has duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) have timely not finally been determined. Seller has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable, whether or not disputed or accrued, as applicable. The federal income tax returns of Seller have not been examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due to the expiration of the applicable statute of limitations), and the Georgia franchise tax returns of Seller have not been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in either case no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (taking into account and until the Effective Time to be filed) are or will be, as applicable, complete and accurate in all respects. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted in writing for, Taxes or assessments upon Seller, and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action or made a claim in writing that Seller is required to file a Return in such taxing authority’s jurisdiction. There is no currently outstanding waiver, extension or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns with respect to Seller. (b) Seller (i) has not requested any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by file any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or is not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax written or unwritten agreement, arrangement or understanding providing for the allocation or sharing agreement. No claim has ever been made of, or indemnification with respect to, Taxes, which agreement, arrangement or understanding required Seller to make payments after January 1, 2015 or could require Seller or to make any payments after the Effective Time; (iii) is not required to include in income any adjustment pursuant to Section 481(a) of the Target Entities Code by reason of a voluntary change in accounting method initiated by Seller (nor does Seller have any authority in Knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has not been a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller “distributing corporation” or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedings.a

Taxes and Tax Returns. The Seller (a) Except as has not had, or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Westchester or TWB, Westchester, TWB and the Target Entities (i) each of their Subsidiaries have timely filed (taking into account and until the Effective Time will so file) all Returns required to be filed by them in respect of any Taxes (which such Returns which have already been filed were and continue to be, true, correct and complete in all material respects and which such Returns which will be filed will be true, correct and complete in all material respects when filed) and each has duly paid (and until the Effective Time will so pay) all such Taxes shown as due and payable on such Returns. (b) Westchester, TWB and each of their Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves for the payment of all Taxes not yet due and payable, but incurred in respect of Westchester, TWB or any Subsidiary through such date, which reserves are adequate for such purposes. (c) No deficiencies have been asserted against Westchester, TWB or any of their Subsidiaries as a result of an examination by the Internal Revenue Service (the “IRS”) or a state or local tax authority that has not been resolved and paid in full. (d) To the knowledge of each of Westchester and TWB, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon Westchester, TWB or any of their Subsidiaries, nor has Westchester, TWB or any of their Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (e) There are no Liens for any material amount of Taxes (other than a Lien for Taxes not yet due and payable) on any of the assets of Westchester, TWB, and each of their Subsidiaries. (f) Neither Westchester, TWB nor any of their Subsidiaries: (i) has requested any extension of time within which to file) all income, franchise, and similar file any Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respectsReturn which Return has not since been filed; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation agreement providing for the allocation, sharing or sharing agreement. No claim has ever been made with respect indemnification of Taxes (except agreements between and/or among Westchester, TWB and/or any of their Subsidiaries); (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Westchester, TWB or any Subsidiary (nor does Westchester or TWB have any knowledge that the IRS has proposed any such adjustment or change of accounting method); (iv) has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Target Entities Code; (v) has been a party to any distribution occurring in the last five (5) years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (vi) has been included in any “consolidated,” “unitary” or “combined” Return (other than the Returns which include Westchester, TWB and each of their Subsidiaries) provided for under the laws of the United States, any foreign jurisdiction or any state or locality or has any liability for Taxes of any person (other than Westchester, TWB and/or any of their Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision under the laws of any foreign jurisdiction or any state or locality, or as a transferee or successor, by contract, or otherwise; (vii) has participated in or otherwise engaged in any authority transaction described in Treasury Regulations Section 301.6111-2(b)(2) or any “Reportable Transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); (viii) has 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; and/or (ix) has received any claim by a Governmental Entity in a jurisdiction where Seller and the Target Entities do it does not file Tax Returns that Seller or any of the Target Entities it is or may be subject to taxation by that jurisdiction. As . (g) (i) Westchester, TWB and each of their Subsidiaries has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the time and in the manner provided by law, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable laws; and (ii) Westchester, TWB and each of their Subsidiaries has maintained such records in respect to each transaction, event and item (including as required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the failure to comply or maintain records under (i) or (ii) has not had, or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Westchester. (h) Westchester has made available to Valley true, correct and complete copies of: (i) all material Returns filed within the past three (3) years by Westchester, TWB and each of their Subsidiaries; (ii) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity within the past three (3) years relating to Taxes due from or with respect to Westchester, TWB or any of its Subsidiaries; and (iii) any closing letters or agreements entered into by Westchester, TWB or any of their Subsidiaries with any Governmental Entities within the past five (5) years with respect to Taxes. (i) Westchester, TWB, and each of their Subsidiaries have, to the extent applicable, (i) to the extent deferred, properly complied in all material respects with all applicable laws in order to defer the amount of the date employer’s share of any “applicable employment taxes” under Section 2302 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), (ii) to the extent applicable, eligible, and claimed, or intended to be claimed, properly complied in all material respects with all laws and duly accounted for any available Tax credits under Sections 7001 through 7004 of the Families First Coronavirus Response Act and Section 2301 of the CARES Act, (iii) not deferred any payroll Tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) (for example, by a failure to timely withhold, deposit or remit such amounts in accordance with the applicable provisions of the Code and the Treasury Regulations promulgated thereunder) pursuant to or in connection with any U.S. presidential memorandum or executive order, and (iv) not sought (a) any covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)), as added by Section 1102 of the CARES Act, or (b) any loan that is an extension or expansion of, or is similar to, any covered loan described in clause (a). (j) For purposes of this Agreement, there are no Liens the terms: (i) “Tax” or “Taxes” means: (A) any and all taxes, customs, duties, tariffs, imposts, charges, deficiencies, assessments, levies or other like governmental charges, including income, gross receipts, excise, real or personal property, ad valorem, value added, estimated, alternative minimum, stamp, sales, withholding, social security, occupation, use, service, service use, license, net worth, payroll, franchise, transfer and other recording taxes and charges, imposed by the IRS or any other taxing authority (whether domestic or foreign, including any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis and such term shall include any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such amounts, (B) any liability for the payment of any amounts described in (A) as a result of being a member of an affiliated, consolidated, combined, unitary, or similar group or as a result of transferor or successor liability, and (C) any liability for the payment of any amounts as a result of being a party to any tax sharing agreement or as a result of any obligation to indemnify any other person with respect to the payment of any Taxes upon any amounts of the assets of the Target Entitiestype described in (A) or (B); (ii) “Return” means any Return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, which is required to be filed with a Governmental Entity; and (iii) “Governmental Entity” means any (A) Federal, state, local, municipal or foreign government, (B) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other than Permitted Liens for Taxes not yet due and payable tribunal) or not yet delinquent body exercising, or that are being contested in good faith and by appropriate proceedingsentitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (C) any self-regulatory organization, administrative or regulatory agency, commission or authority.

Taxes and Tax Returns. The Seller (a) FSB and the Target Entities Subsidiaries have duly filed (and until the Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed or sent by or with respect to them in respect of any Taxes (as hereinafter defined), and have duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or other charges which (i) are being contested in good faith (and disclosed in writing to Bancorp) and (ii) have timely filed not finally been determined. FSB has established (taking into account and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable for periods ending on or prior to the Effective Time, whether or not disputed or accrued. Except as set forth in FSB Disclosure Schedule 2.07(a), (i) the federal income tax returns of FSB have been examined by the Internal Revenue Service ("IRS") (or are closed to examination due to the expiration of the applicable statute of limitations), and (ii) the New Jersey income tax returns of FSB have been examined by applicable authorities (or are closed to examination due to the expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. There are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, Taxes or assessments upon FSB, nor has FSB given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Returns. (b) Except as set forth in FSB Disclosure Schedule 2.07(b), FSB (i) has not requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect is not a party to such Tax Returns any agreement providing for the allocation or sharing of Taxes, (whether or iii) is not shown as due and owing on the Tax Returns). Seller and each required to include in income any adjustment pursuant to Section 481(a) of the Target Entities Code, by reason of a voluntary change in accounting method initiated by FSB (nor does FSB have any knowledge that the IRS has withheld and remitted proposed any such adjustment or change of accounting method), or (iv) has not filed a consent pursuant to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As Section 341(f) of the date Code or agreed to have Section 341(f)(2) of the Code apply. (c) For purposes of this Agreement, there are not pending or"Taxes" shall mean all taxes, to the Knowledge of the Seller Management or the Target Entitiescharges, threatenedfees, any audits, examinations, investigations levies or other proceedings in respect of Taxes or Tax matters assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including withholding, payroll and employment taxes required to be withheld with respect to Seller income paid to employees), excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any of the Target Entities. There are no unresolved questions kind whatsoever, together with any interest and any penalties, additions to tax or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of the Target Entities additional amounts imposed by any taxing authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller (domestic or any of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes foreign) upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsFSB.

Taxes and Tax Returns. The Seller and the Target Entities (a) Except as set forth on Schedule 4.20(a): (i) (A) all Tax Returns required to be filed by the Target Company and Target Subsidiaries and all Tax Returns required to be filed by Seller or any of its Affiliates with respect to the Business and the Business Assets have been duly and timely filed (taking into account valid extensions) and are complete and correct in all material respects, (B) all Taxes due and payable by the Target Company and Target Subsidiaries and all Taxes due and payable by Seller or any of its Affiliates with respect to the Business and the Business Assets, in each case whether or not shown on any Tax Return, have been timely paid in full, except with respect to Taxes that are being contested in good faith and for which adequate reserves have been established in accordance with the accounting standard used in the Business consistent with past practice, (C) none of the Target Company, Target Subsidiaries, nor Seller or any Affiliate of Seller with respect to the Business and the Business Assets, is currently the beneficiary of any extension of time within which to filefile any Tax Return; (D) all incomenone of the Target Company, franchiseTarget Subsidiaries, and similar Tax Returns and all other material Tax Returns required to be filed by nor Seller or any Affiliate of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed Seller with respect to such Tax Returns (whether or not shown as due the Business and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employeeBusiness Assets, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any a Tax assessment or deficiency. Neither the Seller nor deficiency which waiver or extension is still in effect, and (E) there are no Liens for Taxes (other than statutory liens for current Taxes not yet due and payable) upon any of the Business Assets; (ii) the unpaid Taxes of the Target Entities Company and Target Subsidiaries, and of Seller with respect to the Business and the Business Assets, (A) did not, as of the Most Recent Balance Sheets Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheets (rather than in any notes thereto), and (B) 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 the Target Company, Target Subsidiaries or Seller (as applicable). Since the Most Recent Balance Sheets Date, the Target Company and Target Subsidiaries have not, nor has Seller with respect to the Business or the Business Assets, incurred any liability for Taxes outside the ordinary course of business (except for any Taxes incurred in connection with the transfer of any assets to, and the assumption of any liabilities by, the 3DS Retained Business Entity); provided, however, that such Taxes will be reflected in the Estimated Business Taxes; (iii) the Target Company and Target Subsidiaries have, and with respect to the Business and the Business Assets, Seller and its Affiliates have, withheld or collected and properly reported and timely paid over to the appropriate Taxing Authority all Taxes required to have been withheld or collected, reported and paid in connection with any amounts paid or owing to any employees, independent contractors, creditors, customers, shareholders, or other third parties; (iv) there is no unresolved dispute or claim concerning any Tax Liability of the Target Company and Target Subsidiaries or any Tax Liability of Seller or Affiliate of Seller with respect to Business and the Business Assets, either claimed or raised by any Governmental Authority in writing; (v) no Target Company or Target Subsidiary has been (i) 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 or (ii) a “controlled corporation” or a “distributing corporation” in any distribution occurring within the preceding three years that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or non-U.S. Law); (vi) no Target Company or Target Subsidiary (A) has been a member of any affiliated, combined, consolidated, unitary or other group for Tax purposes other than any such group with respect to which the Seller Guarantor is the common parent, (B) has any liability for the Taxes or any Person (other than another Target Company or Target Subsidiary) under Treasury Regulation 1.1502-6 (or any similar provision of law), as a transferee or successor, by contract, or otherwise, or (C) is a party to any tax allocation Tax allocation, sharing, indemnification or sharing agreement. No claim has ever been made similar agreement with respect to Seller Taxes; (vii) no Target Company or Target Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, or will otherwise incur a Tax as a result of (A) a change in method of accounting occurring prior to the Closing Date, (B) use of an improper method of accounting for a Pre-Closing Tax Period, (C) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign law) executed on or prior to the Closing Date, (D) an installment sale or open transaction made on or on or before the Closing Date, (E) any prepaid amount received, or paid, prior to the Closing Date, (F) deferred gains arising prior to the Closing Date, or (G) the deferral of any payment of Taxes otherwise due (including through any automatic extension or other grant of relief provided by an applicable Tax Governmental Authority pursuant to any Pandemic Response Laws, including as a result of Section 2302 of the CARES Act, Internal Revenue Service Notice 2020-18, Internal Revenue Service Notice 2020-20 or Internal Revenue Service Notice 2020-23); (viii) the Target Company and Target Subsidiaries, and Seller with respect to the Business and the Business Assets, (A) have collected, remitted and reported to the appropriate Taxing Authority all sales, use and value added Taxes required to be so collected, remitted or reported pursuant to all applicable Tax Laws and (B) have complied in all material respects with all applicable Laws relating to record retention (including to the extent necessary to claim any exemption from sales or value added Tax collection and maintain adequate and current resale certificates to support any such claimed exemption); (ix) none of the Target Entities Company, Target Subsidiaries, or Seller or Affiliate of Seller with respect to the Business or the Business Assets, has received any written claim by any authority a Taxing Authority in a jurisdiction where the Target Company and Target Subsidiaries, or Seller with respect to the Business and the Target Entities Business Assets, do not file Tax Returns that Seller or any of the Target Entities is they are or may be subject to taxation Taxes assessed by that such jurisdiction. As ; (x) no Target Company or Target Subsidiary is subject to any gain recognition agreement under Section 367 of the date Code; (xi) (A) the Target Company and Target Subsidiaries and the Seller and their Affiliates with respect to the Business and the Business Assets are, and have been at all relevant times, in compliance in all respects with all applicable transfer pricing Laws, (B) to the Knowledge of this AgreementSeller, there are no Liens none of the Target Company, Target Subsidiaries. Seller nor any other Affiliate thereof with respect to the Business or the Business Assets has or has 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, or otherwise has or has had an office or fixed place of business in a country other than the country in which it is organized; (C) none of the Target Company, Target Subsidiaries. Seller nor any other Affiliate thereof with respect to the Business or the Business Assets has agreed to, or have been requested in writing to make, any material adjustments pursuant to Section 482 of the Code or any corresponding provision of state, local or foreign Tax Law with respect to any intercompany transaction, and (D) none of the Target Company, Target Subsidiaries. Seller nor any other Affiliate thereof with respect to the Business or the Business Assets has received any notice in writing from the IRS or other relevant Taxing Authority proposing any such adjustment; (xii) neither the Target Company nor any Target Subsidiary has applied for or received (A) any loan pursuant to the “Paycheck Protection Program” as defined in Sections 1102 and 1106 of the CARES Act, (B) any funds pursuant to the “Economic Injury Disaster Loan” program or an advance on an “Economic Injury Disaster Loan” pursuant to Section 1110 of the CARES Act or (C) any similar programs in any state, local or non-U.S. jurisdiction; (xiii) neither the Target Company nor any Target Subsidiary has (A) elected to defer the payment of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) pursuant to Section 2302 of the CARES Act or (B) claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act; (A) neither the Target Company nor any Target Subsidiary (other than Cimatron Israel) has any direct or indirect interest in any trust, partnership, corporation, limited liability company, or other “business entity” for U.S. federal income tax purposes. Cimatron California is and always has been a disregarded entity for U.S. federal income Tax purposes. The Target Company and Target Subsidiaries use the accrual method of accounting for income Tax purposes. None of the Target Company and Target Subsidiaries has engaged in any reportable transaction described in Treasury Regulations § 1.6011-4(b), and (B), to the Knowledge of Seller, (1) the Target Company and each Target Subsidiary has been in full compliance with the terms of any Tax reduction or reduced Tax rate program, Tax holiday, or other Tax exemption or reduction program, and (2) the transactions set forth in this Agreement will have no effect on the continuing qualification of the Target Company and the Target Subsidiaries for such Tax incentives and programs; (xv) neither the Target Company nor any Target Subsidiary (A) has ever been a “passive foreign investment company” as defined in Section 1297 of the Code, (B) is a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B) of the Code, (C) except for Cimatron Michigan and Cimatron California, is subject to U.S. federal income Tax under any provision of the Code, and (D) except for Cimatron Israel with respect to the Promissory Note of up to USD 45,000,000, effective September 9, 2020, made by Seller in favor of Cimatron Israel and for Cimatron Michigan and Cimatron California, has an investment in “United States property” within the meaning of Section 956 of the Code; (xvi) For the avoidance of doubt, no representation or warranty is made with respect to the existence, amount or usability of any net operating loss, capital loss, Tax basis or other Tax attributes in any Post-Closing Tax Period. (xvii) As of the Closing, there will be no limitations on the utilization of the net operating losses or capital losses, or available deductions, or other similar items of the Target Company and/or and the Target Subsidiaries that were in fact utilized with respect to the transfer (or deemed transfer) of any assets to, and the assumption of any liabilities by, the 3DS Retained Business Entity or any Affiliates. (b) Each Business Benefit Plan or other contract, plan, program, agreement, or arrangement that is or has been maintained by the Target Company or a Target Subsidiary or that otherwise covers any Business Employee and that is any respect a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code), is and has been documented, maintained and operated in all material respects in compliance with Section 409A of the Code, and all applicable regulations and IRS guidance promulgated thereunder (“Section 409A”). No material amount of additional Tax under Section 409A has been or is reasonably expected to be incurred by a participant in any such Business Benefit Plan or other contract, plan, program, agreement, or arrangement. Neither Seller nor the Target Company or any Target Subsidiary is a party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Taxes upon imposed by Section 409A, or otherwise requires Seller nor the Target Company or any Target Subsidiary to indemnify or reimburse any party for Tax-related payments under Section 409A. (c) Schedule 4.20(c) sets out full details of any Tax exemption, Tax holiday, Government Grants or other Tax reduction agreement or order in connection with Israeli and any other applicable Taxes that has been applied for or received by the Target Company or any Target Subsidiary, including any confirmation of “preferred enterprise” or “industrial enterprise” status. (d) No Target Company or Target Subsidiary is subject to any restrictions or limitations pursuant to Part E’2 of the ITO or pursuant to any Tax ruling made in connection therewith. (e) Cimatron Israel is not and has never been a real property corporation (Igud Mekarke’in) within the meaning of Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 1963. (f) Except as set forth on Schedule 4.20(f), all intercompany transactions between any of the assets Target Company and Target Subsidiaries have met the requirements of Section 85A of the ITO. (g) No Target EntitiesCompany or Target Subsidiary is or has participated or engaged in any transaction which would require special reporting to any Taxing Authority, including in accordance with (i) Section 131(g), 131D or 131E of the ITO, (ii) the Israeli Income Tax Regulations (Tax Planning Requiring Reporting), 2006, or (iii) Section 67(e) or 67D of the Israel Value Added Tax Law, 1975 and the Israeli VAT Regulations (VAT Planning Requiring Reporting), 2006. (h) Cimatron Israel is duly registered for the purposes of Israeli value added Tax (“VAT”) and has complied in all respects with all requirements concerning value added Taxes. Cimatron Israel (i) has not made any exempt transactions (as defined in the Israel Value Added Tax Law, 1975) 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 than Permitted Liens transactions and imports made by it, (ii) has collected and timely remitted to the relevant Taxing Authority all output VAT which it is required to collect and remit under any applicable Law, and (iii) has not received a refund for Taxes input VAT for which it is not yet due and payable entitled under any Law. No Target Company (excluding Cimatron Israel) or not yet delinquent Target Subsidiary has been, or that are being contested in good faith and by appropriate proceedingscurrently is, required to effect Israeli VAT registration.

Taxes and Tax Returns. The Seller (a) Vista and each Vista Subsidiary have duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by them in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and each has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith and are set forth in the Vista Disclosure Schedule. Vista and each Vista Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Vista or any Vista Subsidiary through such date, which reserves are, to the knowledge of Vista, adequate for such purposes. Except as set forth in the Vista Disclosure Schedule, the federal income tax returns of Vista and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Vista Disclosure Schedule, the applicable state income tax returns of Vista and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Vista, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Vista or any of its Subsidiaries, nor has Vista or any of its Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Except as set forth in the Vista Disclosure Schedule, neither Vista nor any of its Subsidiaries (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any tax Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes, (iii) is required to Seller include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by Vista or any Vista Subsidiary (nor does Vista have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Target Entities by any authority in a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller Code or any agreed to have Section 341(f)(2) of the Target Entities is or may be subject to taxation by that jurisdiction. As of the date of this Agreement, there are no Liens with respect to any Taxes upon any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingsCode apply.

Taxes and Tax Returns. The Seller (a) JBI and each JBI Subsidiary has duly filed (and until the Target Entities Effective Time will so file) all returns, declarations, reports, information returns and statements ("Returns") required to be filed by it on or before the Effective Time in respect of any federal, state and local taxes (including withholding taxes, penalties or other payments required) and has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are being contested in good faith (and disclosed to HUB in writing) or against which reserves have been established. JBI and each JBI Subsidiary has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of JBI or such JBI Subsidiary through such date. None of the federal or state income tax returns of JBI or any JBI Subsidiary have been examined by the Internal Revenue Service (the "IRS"), the New Jersey Division of Taxation, or the Pennsylvania Department of Revenue within the past six years. To the best knowledge of JBI, except as disclosed in the JBI Disclosure Schedule, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon JBI or any JBI Subsidiary, nor has JBI or any JBI Subsidiary given any currently outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns. (b) Neither JBI nor any JBI Subsidiary (i) have timely filed (taking into account has requested any extension of time within which to file) all incomefile any Return which Return has not since been filed, franchise, and similar Tax Returns and all other material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; and (ii) have paid all Taxes owed with respect to such Tax Returns (whether or not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or other amounts that they were obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date of this Agreement, there are not pending or, to the Knowledge of the Seller Management or the Target Entities, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters with respect to Seller or any of the Target Entities. There are no unresolved questions or claims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect and are not disclosed or provided for in the Financial Statements. Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency. Neither the Seller nor any of the Target Entities is a party to any tax agreement providing for the allocation or sharing agreement. No claim has ever been made with respect of taxes except as disclosed in the JBI Disclosure Schedule, (iii) is required to Seller or include in income any adjustment pursuant to Section 481(a) of the Target Entities Internal Revenue Code of 1986, as amended (the "Code"), by reason of a voluntary change in accounting method initiated by JBI or such JBI Subsidiary (nor does JBI have any authority in knowledge that the IRS has proposed any such adjustment or change of accounting method), or (iv) has filed a jurisdiction where Seller and the Target Entities do not file Tax Returns that Seller or any consent pursuant to Section 341(f) of the Target Entities is Code or may be subject agreed to taxation by that jurisdiction. As have Section 341(f)(2) of the date of this Agreement, there are no Liens with respect to Code apply. (c) Neither JBI nor any Taxes upon JBI Subsidiary has any of the assets of the Target Entities, other than Permitted Liens for Taxes not yet due and payable or not yet delinquent or that are being contested in good faith and by appropriate proceedingstax loss carryforwards.