Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: FSIC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon FSIC or any of the Continental its Consolidated Subsidiaries for which deficiency has FSIC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither FSIC nor any of the Continental its Consolidated 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 Continental FSIC and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental FSIC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) FSIC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. FSIC has qualified as a RIC at all times since 2009 and expects to continue to so qualify through the Effective Time. No challenge to FSIC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of the FSIC ending on or before the Effective Time, FSIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) FSIC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) FSIC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any FSIC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (g) Section 4.11(g) of the date FSIC Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 4.11(g) of the FSIC Disclosure Schedule, 1993FSIC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where FSIC or any of its Consolidated Subsidiaries does not file Tax Returns that FSIC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither the FSIC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither FSIC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither FSIC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than FSIC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither FSIC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is FSIC or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of FSIC or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Companies and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under SAP. (iib) there The federal income Tax Returns of each of the Companies and its Subsidiaries, if any, have been examined by the Internal Revenue Service (the “IRS”) for all years to and including 2004, and any material liability with respect thereto has been satisfied or any material liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under SAP. There are no Liens material disputes pending, or written claims asserted, for Taxes on or assessments upon any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Companies or any of their Subsidiaries for which such Companies do not have reserves that are adequate under SAP. (c) None of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Companies nor any of the Continental their Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental each of the Companies and the Continental their Subsidiaries). (bd) Within the past five years, neither Continental two years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code none of the Companies nor any of the Continental their Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (ce) Continental Each of the Companies and its Subsidiaries has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld from employee and independent contractor salaries, wages, other compensation, and other amounts, and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over under all applicable Laws. (f) As of the date hereof, with respect to each of the Companies and its Subsidiaries, no claim has been made by a taxing authority in a jurisdiction where any of the Companies or their Subsidiaries does not file a type of Tax Return such that it is not aware or may be subject to that type of Tax in that jurisdiction. (g) As of the date hereof, none of the Companies nor any of their Subsidiaries has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). (h) None of the Companies nor any of their Subsidiaries nor any other person on any of their behalf has: (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law by reason of a change in accounting method initiated by any of the Companies or their Subsidiaries or has any knowledge that the IRS or any other taxing authority has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of any fact of the Companies or circumstance their Subsidiaries; or (ii) executed or entered into a closing agreement pursuant to section 7121 of the Code or any predecessor provision thereof or any similar provision of Law in respect of any of the Companies or any of their Subsidiaries. (i) There are no Liens for Taxes, other than Permitted Liens, on the assets of the Companies or any of their Subsidiaries. (j) No powers of attorney that would reasonably be expected are currently in force with respect to prevent any matter relating to Taxes will continue in effect after the Merger from qualifying as Closing Date. (k) None of the Companies nor any of their Subsidiaries has engaged in a “reorganization” transaction that is reportable within the meaning of Section 368(a) 6011 of the Code. (dl) Neither Continental nor any Since January 1, 2004, each of the Continental Companies and its Insurance Subsidiaries has been a party to a transaction that, qualified as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (insurance company within the meaning of Section 382(g)(1) 831 of the Code. (m) since April 27Seller has delivered or made available to Buyers: true and complete copies of (i) all federal, 1993state, local, and foreign income and franchise Tax Returns of each of the Companies and each of its Subsidiaries (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Returns relating to each of the Companies and its Subsidiaries) relating to the taxable periods ending on or after December 31, 2005, and (ii) any audit report issued within the last three years relating to Taxes due from or in respect of any of the Companies or any of its Subsidiaries. (n) There are no outstanding rulings or requests for rulings with any Governmental Entity addressed, directly or indirectly, to any of the Companies or any of their Subsidiaries that are, or if issued, would be binding on any of the Companies or any of their Subsidiaries for any Post-Closing Period. (o) None of the Companies nor any of their Subsidiaries has an “excess loss account” (as defined in Treasury Regulation Section 1.1502-19) with respect to the stock of any of their Subsidiaries, and neither of the Companies nor any of their Subsidiaries will recognize any deferred income under federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws), including, but not limited to the deferred intercompany transaction provisions of such federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws).

Taxes and Tax Returns. (a) Except as would notFor purposes of this Section 4.9, individually ACE*COMM shall include ACE*COMM, each ACE*COMM Subsidiary and each other affiliated or in related corporation or entity if ACE*COMM or any ACE*COMM Subsidiary has or could have any material liability for the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Taxes of such corporation or entity. ACE*COMM has (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, filed all material Tax Returns required to be filed by them it on or before the date hereof (all such returns being accurate correct and completecomplete in all material respects) and have duly and timely paid all material Taxes required which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to be paid by them other than Taxes that are not yet due the filing of any material Tax Return or that are being contested in good faith in appropriate proceedingsthe payment of any material Tax; (ii) there are received no Liens for Taxes on written notice of, nor does ACE*COMM have any assets knowledge of, any notice of Continental deficiency or the Continental Subsidiariesassessment or proposed deficiency or assessment from any Governmental Entity; (iii) no deficiency for knowledge of any Tax has been asserted audits pending and there are no outstanding agreements or assessed waivers by a Tax authority against Continental ACE*COMM that extend the statutory period of limitations applicable to any federal, state, local, or any of the Continental Subsidiaries which deficiency has not been paid foreign tax returns or is not being contested in good faith in appropriate proceedingsTaxes; and (iv) Continental not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth in Section 4.9 of the ACE*COMM Disclosure Schedule, since the inception of ACE*COMM, the Tax Returns of ACE*COMM have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of ACE*COMM that arose in connection with any failure (or alleged failure) to pay any material Tax when due. ACE*COMM has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the Continental Subsidiaries have provided adequate reserves amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of ACE*COMM, if any, shown in their the most recent financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental Subsidiaries is a party referred to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement in Section 4.5 (other than such an agreement any reserve for deferred Taxes established to reflect timing differences between book and Tax income) is adequate for Taxes due or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, accrued as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)hereof. (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalParent: (i) Continental Parent and the Continental Parent Subsidiaries have timely filed, taking into account any extensions, filed all Tax Returns required to be filed by them on or prior to the date of this Agreement taking into account any extension of time within which to file such Tax Returns (all such returns being accurate and completecomplete in all material respects) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental Parent or the Continental Parent Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax taxing authority against Continental Parent or any of the Continental Parent Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental Parent and the Continental Parent Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Parent nor any of the Continental Parent 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 Continental Parent and the Continental Parent Subsidiaries). (b) Within the past five years, neither Continental Parent nor any of the Continental Parent Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental Parent nor any of the Continental Parent Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “"listed transaction” " for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). To the knowledge of Parent, Parent has disclosed to the Company all "reportable transactions" within the meaning of Treasury Regulation Section 1.6011-4(b) (or a similar provision of state law) to which it or any of the Parent Subsidiaries has been a party. (d) Neither Parent nor any of the Parent Subsidiaries has any liability for the Taxes of any person other than the Parent or the Parent 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. (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or Neither Parent nor any of the Continental Parent Subsidiaries as employee compensationwill be required to include any item of income in, whether under or exclude any contractitem of deduction from, plan, program taxable income for any taxable period (or arrangement, understanding or otherwise, would, individually or portion thereof) ending after the Closing Date (except consistent with its treatment of such items in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either Tax Returns for prior periods) as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth any (i) the amount on December 31, 2009 (and determined based on information available as change in method of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposesaccounting, (ii) dates of expiration of such items and agreement with a Tax authority relating to Taxes, (iii) installment sale or open transaction disposition or intercompany transaction made on or prior to the Effective Time, (iv) the completed contract method of accounting or other method of accounting applicable to long-term contracts (or any limitations on such items. As comparable provisions of state, local or foreign law), or (v) prepaid amount received prior to the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993Effective Time.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continentalthe Company: (i) Continental the Company and the Continental Company Subsidiaries have timely filed, taking into account any extensions, filed all Tax Returns required to be filed by them on or prior to the date of this Agreement taking into account any extensions of time within which to file such Tax Returns (all such returns being accurate and completecomplete in all material respects) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental the Company or the Continental SubsidiariesCompany Subsidiaries other than Liens for Taxes that are not yet due and payable; (iii) no deficiency for any Tax has been asserted or assessed by a Tax taxing authority against Continental the Company or any of the Continental Company Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental the Company and the Continental Company Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental the Company nor any of the Continental Company 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 Continental the Company and the Continental Company Subsidiaries). (b) Within the past five years, neither Continental the Company nor any of the Continental Company Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent Neither the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental Company nor any of the Continental Company Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “"listed transaction” " for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). To the knowledge of the Company, the Company has disclosed to Parent all "reportable transactions" within the meaning of Treasury Regulation Section 1. 6011-4(b) (or a similar provision of state law) to which it or any of the Company Subsidiaries has been a party. (d) Neither the Company nor any of the Company Subsidiaries has any liability for the Taxes of any person other than the Company or the Company 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. (e) No disallowance of a deduction under Section 162(m) or Section 280G of Neither the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or Company nor any of the Continental Company Subsidiaries as employee compensationwill be required to include any item of income in, whether under or exclude any contractitem of deduction from, plan, program taxable income for any taxable period (or arrangement, understanding or otherwise, would, individually or portion thereof) ending after the Closing Date (except consistent with its treatment of such items in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either Tax Returns for prior periods) as a result of any (i) change in method of accounting, (ii) agreement with a Tax authority relating to Taxes, (iii) installment sale or open transaction disposition or intercompany transaction made on or prior to the Merger Effective Time, (iv) the completed contract method of accounting or otherwiseother method of accounting applicable to long-term contracts (or any comparable provisions of state, local or foreign law), or (v) prepaid amount received prior to the Effective Time. (f) Section 4.10(f) of As used in this Agreement, the Continental Disclosure Schedule sets forth term "Tax" or "Taxes" means (i) the amount on December 31all federal, 2009 (state, local and determined based on information available as of the date of this Agreement) of net operating lossesforeign income, capital losses and alternative minimum tax credits excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposestaxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) dates any liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of expiration of state, local or foreign Law), and the term "Tax Return" means any return, filing, report, questionnaire, information statement or other document required to be filed, including any amendments that may be filed, for any taxable period with any taxing authority (whether or not a payment is required to be made with respect to such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993filing).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental NeoPharm and the Continental Subsidiaries Merger Sub have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens liens for Taxes on any assets of Continental or the Continental SubsidiariesNeoPharm; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental NeoPharm or any of the Continental Subsidiaries Merger Sub which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have NeoPharm has provided adequate reserves in their its financial statements for any Taxes that have not been paid; and (v) neither Continental NeoPharm nor any of the Continental Subsidiaries Merger Sub 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 Continental and the Continental Subsidiaries)arrangement. (b) Within the past five years, neither Continental NeoPharm nor any of the Continental Subsidiaries Merger Sub has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental NeoPharm is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental NeoPharm nor any of the Continental Subsidiaries Merger Sub has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental NeoPharm or any of the Continental Subsidiaries Merger Sub as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, is reasonably be expected to have a Material Adverse Effect on Continental, occur either as a result of the Merger or otherwise. (f) Section 4.10(f3.9(f) of the Continental NeoPharm Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental NeoPharm is the common parent for Federal federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental NeoPharm nor any Continental NeoPharm Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27February 1, 19932006. (g) 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, employment, severance, withholding, duties, intangibles, franchise, environmental, stamp, disability, escheat, production, value-added, occupancy, backup withholding and other taxes, or other like charges, levies or like assessments imposed by a Governmental Entity, together with all penalties and additions to tax and interest thereon and (ii) any liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), and the term “Tax Return” means any return, filing, report, questionnaire, information statement or other document (including elections, declarations, disclosures, schedules, estimates and information returns) required or permitted to be filed, including any amendments that may be filed, for any taxable period with any Tax authority (whether or not a payment is required to be made with respect to such filing).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Target and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. Target and its Subsidiaries are not subject to examination or audit by the Internal Revenue Service (ii) there “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Target or any of the Continental its Subsidiaries for which deficiency has Target does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Target nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Target and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Target nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Target nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Target or any of its Subsidiaries. Neither Target nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Neither Target nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means (i) all federal, state, local and foreign income, bank, estimated, excise, gross receipts, gross income, ad valorem, profits, gains, property, escheat, unclaimed property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would notEach of Fifth Third and its Subsidiaries has duly filed all federal, individually or in the aggregatestate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental foreign and the Continental Subsidiaries have timely filed, taking into account any extensions, all local information returns and Tax Returns returns required to be filed by them it on or prior to the date of this Agreement (all such returns being accurate and completecomplete in all material respects) and have has duly paid or made provision for the payment of all Taxes required that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities on or prior to the date of this Agreement other than (i) Taxes or other governmental charges that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP, or (ii) there information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Fifth Third. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Fifth Third or any of the Continental its Subsidiaries for which deficiency has Fifth Third does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Fifth Third nor any of the Continental 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 Continental Fifth Third and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Fifth Third nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” 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, 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 and (ii) any liability for purposes of Taxes described in Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalUnited: (i) Continental United and the Continental United Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental United or the Continental United Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental United or any of the Continental United Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental United and the Continental United Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental United nor any of the Continental United 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 Continental United and the Continental United Subsidiaries). (b) Within the past five years, neither Continental United nor any of the Continental United Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental United is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental United nor any of the Continental United Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental United or any of the Continental United Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalUnited, either as a result of the Merger or otherwise. (f) Section 4.10(f3.10(f) of the Continental United Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental United is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental United nor any Continental United Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27February 1, 19932006. (g) 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, employment, severance, withholding, duties, intangibles, franchise, environmental, stamp, disability, escheat, production, value-added, occupancy, backup withholding and other taxes, or other like charges, levies or like assessments imposed by a Governmental Entity, together with all penalties and additions to tax and interest thereon and (ii) any liability for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), and the term “Tax Return” means any return, filing, report, questionnaire, information statement or other document (including elections, declarations, disclosures, schedules, estimates and information returns) required or permitted to be filed, including any amendments that may be filed, for any taxable period with any Tax authority (whether or not a payment is required to be made with respect to such filing).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Each of DS Bancor and the Continental its Subsidiaries have timely filed, taking into account any extensions, has duly filed all Tax Returns Federal and state tax returns required to be filed by them it on or prior to the date hereof (all such returns being accurate and completecomplete in all material respects) and has duly paid or made provisions for the payment of all material taxes and other governmental charges which have paid all Taxes required been incurred or are due or claimed to be paid due from it by them Federal and state taxing authorities on or prior to the date hereof other than Taxes that taxes or other charges (a) which (x) are not yet due delinquent or that (y) are being contested in good faith and set forth in appropriate proceedings; Section 3.10 of the DS Bancor Disclosure Schedule and (iib) which have not been finally determined. All liability with respect to the income tax returns of DS Bancor and its Subsidiaries has been satisfied for all years to and including 1995. The Internal Revenue Service ("IRS") has not notified DS Bancor of, or otherwise asserted, that there are any material deficiencies with respect to the income tax returns of DS Bancor subsequent to 1993. There are no Liens for material disputes pending, or claims asserted for, Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon DS Bancor or any of the Continental Subsidiaries which deficiency its Subsidiaries, nor has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental DS Bancor or any of its Subsidiaries been requested to give any currently effective waivers extending the Continental statutory period of limitation applicable to any Federal or state income tax return for any period. In addition, Federal and state returns which are accurate and complete in all material respects have been filed by DS Bancor and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Federal and state returns to be due and payable have been paid in full or adequate provision therefor has been included by DS Bancor in its consolidated financial statements as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 19931995.

Taxes and Tax Returns. (a) Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Company and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. The federal, state and local income Tax returns of the Company and its Subsidiaries have been examined by the Internal Revenue Service (iithe “IRS”) there for all years to and including 2002 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or assessments upon the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of its Subsidiaries for which the Continental Subsidiaries which deficiency has Company does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and have reserves that are adequate under GAAP. Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of the Continental 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 Continental the Company and the Continental its Subsidiaries). (b) . Within the past five 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 Transaction is also a part, neither Continental the Company nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by the Company or any of its Subsidiaries. The aggregate balance of the reserve for bad debts described in any provision under state or local laws and regulations similar to Section 593(g)(2)(A)(ii) of the Code of the Company and its Subsidiaries is not aware greater than $1,000,000. Neither the Company nor any of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as its Subsidiaries has participated in a “reorganizationreportable transaction” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state lawRegulation section 1.6011-4(b)(1). (eb) No disallowance of a deduction under Section 162(m) As used in this Agreement, the term “Tax” or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth “Taxes” means (i) the amount on December 31all federal, 2009 (state, local, and determined based on information available as of the date of this Agreement) of net operating lossesforeign income, capital losses and alternative minimum tax credits excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposestaxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) dates any liability for Taxes described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of expiration of such items and (iii) any limitations on such items. As of the date of this Agreementstate, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993local or foreign law).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: SLIC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of SLIC or any Consolidated Subsidiary has been examined by the Internal Revenue Service or any successor agency (iithe “IRS”) there or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon SLIC or any of the Continental its Consolidated Subsidiaries for which deficiency has SLIC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither SLIC nor any of the Continental its Consolidated 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 Continental SLIC and the Continental its Consolidated Subsidiaries). Neither SLIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by SLIC or any of its Consolidated Subsidiaries. Neither SLIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If SLIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) Within the past five yearsSLIC made a valid election under Part I of Subchapter M of Subtitle A, neither Continental nor any Chapter 1, of the Continental Subsidiaries Code to be taxed as a “regulated investment company” (a “RIC”). SLIC has qualified as a RIC at all times since the beginning of its taxable year ended December 31, 2020 and expects to continue to so qualify through the First Effective Time. No challenge to SLIC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of SLIC ending on or before the First Effective Time, SLIC has satisfied the distribution requirements imposed on a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment regulated investment company under Section 355 852 of the CodeCode (assuming for these purposes that any Tax Dividend declared by SLIC after the date of this Agreement has been timely paid). (c) Continental is not aware Prior to the First Effective Time, SLIC shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the First Effective Time. Prior to the Determination Date, SLIC shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (d) SLIC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” Taxes and have, within the meaning of time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) SLIC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 368(a852(a)(2)(B) of the Code. (df) Neither Continental nor any Section 3.11(f) of the Continental Subsidiaries has been a party SLIC Disclosure Schedule lists each asset the disposition of which would be subject to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 3.11(f) of the SLIC Disclosure Schedule, 1993SLIC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (g) No claim has been made in writing by a taxing authority in a jurisdiction where SLIC or any of its Consolidated Subsidiaries does not file Tax Returns that SLIC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (h) Neither SLIC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (i) Neither SLIC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (j) Neither SLIC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than SLIC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (k) Neither SLIC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is SLIC or any of its Consolidated Subsidiaries). (l) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of SLIC or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected With respect to have a Material Adverse Effect on ContinentalBoston Private and its Subsidiaries: (i) Continental each of Boston Private and the Continental its Subsidiaries have has duly and timely filed, taking into account any filed (including all applicable extensions, ) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by them (it, and all such returns being accurate Tax Returns are true, correct and completecomplete in all material respects; (ii) neither Boston Private nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business consistent with past practice); (iii) all material Taxes of Boston Private and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid and all Taxes required to be have been collected and paid on the sale of products or Taxable services by them Boston Private or its Subsidiaries (whether or not denominated as sales or use taxes) have been properly and timely collected and paid, or all sales tax exemption certificates or other than Taxes that are not yet due proof of the exempt nature of sales of such products or that are being contested in good faith in appropriate proceedingsservices have been properly collected, retained and submitted, to the extent required; (iiiv) each of Boston Private and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; (v) each of Boston Private and its Subsidiaries has complied in all material respects with all material information reporting and withholding requirements, in respect of payments made by Boston Private or any of its Subsidiaries, including maintenance of required records with respect thereto; (vi) there are no material Liens on the assets of Boston Private or any of its Subsidiaries relating or attributable to Taxes other than Liens for Taxes on not yet due and payable; (vii) neither Boston Private nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (viii) neither Boston Private nor any of its Subsidiaries has received any notice of a material assessment or proposed material assessment in connection with any amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Boston Private and its Subsidiaries or the assets of Continental or the Continental Boston Private and its Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (vix) neither Continental Boston Private nor any of the Continental its Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Boston Private and the Continental its Subsidiaries). ; (bx) Within the past five years, neither Continental Boston Private nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the Continental statute of limitations is open (other than a group the common parent of which was Boston Private) or (B) has any material liability for the Taxes of any person (other than Boston Private 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; (xi) neither Boston Private nor any of its Subsidiaries has been 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 intended of stock intending to qualify for tax-free treatment under Section 355 of the Code. ; (cxii) Continental is not aware neither Boston Private nor any of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as its Subsidiaries has participated in a “reorganizationlisted transaction” within the meaning of Treasury Regulation Section 368(a1.6011-4(b)(2); and (xiii) at no time during the past five (5) years has Boston Private been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means, whether disputed or not (i) any and all U.S. federal, state, local, and non-U.S. income, excise, gross receipts, ad valorem, profits, gains, property (real, personal, tangible and intangible), capital, sales, transfer, use, license, payroll, employment, social security (including health, unemployment, disability, workers’ compensation and pension insurance), severance, unemployment, withholding, duties, excise, windfall profits, franchise, backup withholding, value added, alternative or add-on minimum, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; (ii) any liability for purposes the payment of Section 6011 any amounts of the Code and applicable U.S. Treasury Regulations thereunder type described in (or a similar provision of state law). (ei) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either above as a result of the Merger being a member of an affiliated, consolidated, combined, unitary or otherwise. similar group (fincluding any arrangement for group or consortium relief or similar arrangement) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31for any period, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As liability for the payment of any amounts of the date type described in clauses (i) or (ii) above as a result of this Agreementany express or implied obligation to indemnify any other person or as a result of any obligation under any agreement or arrangement with any other person with respect to such amounts and including any liability for Taxes of a predecessor or transferor, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning by contract or otherwise by operation of Section 382(g)(1) of the Code) since April 27, 1993law.

Taxes and Tax Returns. (a) Except as would notEach of the Company and its Subsidiaries has duly and timely filed (including, individually or in the aggregate, reasonably be expected pursuant to have a Material Adverse Effect on Continental: (iapplicable extensions granted without penalty) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them (it and all such returns being accurate Tax Returns are correct and complete) complete in all material respects. Each of the Company and its Subsidiaries have paid in full, or made adequate provision in the financial statements of the Company (in accordance with GAAP) for, all Taxes required shown as due on such Tax Returns. (b) No audits or material investigations by any taxing authority relating to be paid by them other than any Tax Returns of any of the Company or any of its Subsidiaries is in progress, nor has the Company or any of its Subsidiaries received notice from any taxing authority of the commencement of any audit not yet in progress. No material deficiencies for any Taxes that have been proposed, asserted or assessed against or with respect to any Taxes due by, or Tax Returns of, the Company and its Subsidiaries which deficiencies have not since been resolved. (c) There are no material Liens for Taxes upon the assets of either the Company or its Subsidiaries except for statutory Liens for Taxes not yet due or that are being contested in good faith in by appropriate proceedings; (ii) there are no Liens proceedings and for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that accordance with GAAP have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries)provided. (bd) Within the past five years, neither Continental nor any None of the Continental Company or its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a any distribution intended occurring during the last two years in which the parties to qualify for tax-free treatment under such distribution treated the distribution as one to which Section 355 of the CodeCode is applicable. (ce) Continental None of the Company or its Subsidiary has engaged in any transaction that is the same as or substantially similar to a “listed transaction” for United States federal income tax purposes within the meaning of Treasury Regulations section 1.6011-4. None of the Company or its Subsidiaries has engaged in a transaction of which it made disclosure to any taxing authority to avoid penalties under Section 6662(d) or any comparable provision of state, foreign or local Law. None of the Company, the Bank or any of the Subsidiaries has participated in any “tax amnesty” or similar program offered by any taxing authority to avoid the assessment of penalties or other additions to Tax. (f) To the Company’s Knowledge, the Company and each of its Subsidiaries have complied in all material respects with all requirements to report information for Tax purposes to any individual or taxing authority, and have collected and maintained all requisite certifications and documentation in valid and complete form with respect to any such reporting obligation, including, without limitation, valid Internal Revenue Service Forms W-8 and W-9. (g) No claim has been made by a taxing authority in writing to the Company or any of its Subsidiaries in a jurisdiction where the Company or any of its Subsidiaries, as the case may be, does not aware file Tax Returns that the Company or any of such Subsidiaries, as the case may be, is or may be subject to Tax by that jurisdiction. (h) None of the Company or any of its Subsidiaries 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 has any request for any such waiver or consent been made. (i) To the Company’s Knowledge, none of the Company or any of its Subsidiaries has been or is in violation (or with notice or lapse of time or both, would be in violation) of any fact applicable Law relating to the payment or circumstance that would reasonably withholding of Taxes (including, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or any similar provisions of state, local or foreign Law). Each of the Company, the Bank and its Subsidiaries has duly and timely withheld from employee salaries, wages and other compensation and paid over to the appropriate taxing authority all amounts required to be expected so withheld and paid over for all periods under all applicable Laws. (j) There are no outstanding powers of attorney enabling any person or entity not a party to prevent this Agreement to represent the Merger from qualifying as a Company or any Subsidiary with respect to Tax matters. (k) None of the Company or any of its Subsidiaries has applied for, been granted, or agreed to any accounting method change for which it will be required to take into account any adjustment under Code Section 481 or any similar provision. (l) None of the Company or any of its Subsidiaries has undergone an “reorganizationownership change” within the meaning of Section 368(a382(g) of the Code, provided that the Company makes no representations as to whether the execution of this Agreement or the consummation of the transactions contemplated hereby will constitute an “ownership change” under Section 382(g) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: PIF and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of PIF or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon PIF or any of the Continental its Consolidated Subsidiaries for which deficiency has PIF does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither PIF nor any of the Continental its Consolidated 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 Continental PIF and the Continental its Consolidated Subsidiaries). Neither PIF nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by PIF or any of its Consolidated Subsidiaries. Neither PIF nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If PIF or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) Within the past five yearsPIF made a valid election under Part I of Subchapter M of Subtitle A, neither Continental nor any Chapter 1, of the Continental Subsidiaries Code to be taxed as a RIC. PIF has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2022 and expects to continue to so qualify through the First Effective Time. No challenge to PIF’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of PIF ending before the First Effective Time, PIF has satisfied the distribution requirements imposed on a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment regulated investment company under Section 355 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the First Effective Time, Mxxxxx Sub will not aware of have engaged in any fact other business activities and will have incurred no liabilities or circumstance that would reasonably be expected to prevent the Merger from qualifying obligations other than as a “reorganization” within the meaning of Section 368(a) of the Codecontemplated by this Agreement. (d) Neither Continental nor any PIF and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the Continental Subsidiaries has been a party time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code be so withheld and paid over under applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)Laws. (e) No disallowance of a deduction under PIF has no “earnings and profits” for U.S. federal income Tax purposes described in Section 162(m852(a)(2)(B) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental PIF Disclosure Schedule sets forth (i) lists each asset the disposition of which would be subject to rules similar to Section 1374 of the Code as prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or Treasury Regulation Section 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 4.10(f) of the PIF Disclosure Schedule, 1993PIF is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (g) No claim has been made in writing by a taxing authority in a jurisdiction where PIF or any of its Consolidated Subsidiaries does not file Tax Returns that PIF or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (h) Neither the PIF nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (i) Neither PIF nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (j) Neither PIF nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than PIF and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (k) Neither PIF nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is PIF or any of its Consolidated Subsidiaries). (l) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of PIF or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would notEach of Fifth Third and its Subsidiaries has duly filed all federal, individually or in the aggregatestate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental foreign and the Continental Subsidiaries have timely filed, taking into account any extensions, all local information returns and Tax Returns returns required to be filed by them it on or prior to the date hereof (all such returns being accurate and completecomplete in all material respects) and have has duly paid or made provision for the payment of all Taxes required and other governmental charges which have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other governmental charges which are not yet due delinquent or that are being contested in good faith in appropriate proceedings; and have not been finally determined, or (ii) there 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 Fifth Third. The federal income Tax returns of Fifth Third and its Subsidiaries have been examined by the IRS through 1990 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no Liens for material disputes pending, or claims asserted for, Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Fifth Third or any of the Continental its Subsidiaries for which deficiency has Fifth Third does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves maintained in their financial statements for any Taxes that have not been paid; and (v) neither Continental accordance with GAAP. Neither Fifth Third nor any of the Continental 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 Continental Fifth Third and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Fifth Third nor any of the Continental its Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: GBDC 3 and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of GBDC 3 or any Consolidated Subsidiary has been examined by the Internal Revenue Service (iithe “IRS”) there or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GBDC 3 or any of the Continental its Consolidated Subsidiaries for which deficiency has GBDC 3 does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GBDC 3 nor any of the Continental its Consolidated 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 Continental GBDC 3 and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental GBDC 3 nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither GBDC 3 nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GBDC 3 or any of its Consolidated Subsidiaries. Neither GBDC 3 nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If GBDC 3 or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) GBDC 3 made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). GBDC 3 has qualified as a RIC at all times since the beginning of its taxable year ending September 30, 2018 and expects to continue to so qualify through the Effective Time. No challenge to GBDC 3’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of GBDC 3 ending on or before the Effective Time, GBDC 3 has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code (assuming for these purposes that any Tax Dividend declared by GBDC 3 after the date of this Agreement has been timely paid). (c) Continental Prior to the Effective Time, GBDC 3 shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the Effective Time. Prior to the Determination Date, GBDC 3 shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (d) GBDC 3 and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) GBDC 3 is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any GBDC 3 has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (g) Section 3.11(g) of the date GBDC 3 Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 3.11(g) of the GBDC 3 Disclosure Schedule, 1993GBDC 3 is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where GBDC 3 or any of its Consolidated Subsidiaries does not file Tax Returns that GBDC 3 or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither GBDC 3 nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither GBDC 3 nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither GBDC 3 nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than GBDC 3 and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither GBDC 3 nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is GBDC 3 or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of GBDC 3 or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Yadkin and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. Yadkin and its Subsidiaries are not subject to any ongoing or unresolved examination or audit by the Internal Revenue Service (ii) there “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Yadkin or any of the Continental its Subsidiaries for which deficiency has Yadkin does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Yadkin nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Yadkin and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Yadkin nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Yadkin nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Yadkin or any of its Subsidiaries. Neither Yadkin nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Neither Yadkin nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger Mergers from qualifying as a “reorganization” within the meaning of reorganizations under Section 368(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means (i) all federal, state, local and foreign income, bank, estimated, excise, gross receipts, gross income, ad valorem, profits, gains, property, escheat, unclaimed property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Companies and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under SAP. (iib) there The federal income Tax Returns of each of the Companies and its Subsidiaries, if any, have been examined by the Internal Revenue Service (the “IRS”) for all years to and including 2004, and any material liability with respect thereto has been satisfied or any material liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under SAP. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets or assessments upon either of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Companies or any of their Subsidiaries for which such Companies do not have reserves that are adequate under SAP. (c) Neither of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Companies nor any of the Continental their Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental each of the Companies and the Continental their Subsidiaries). (bd) Within the past five years, two years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code neither Continental of the Companies nor any of the Continental their Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (ce) Continental Each of the Companies and its Subsidiaries has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have duly and timely withheld from employee and independent contractor salaries, wages, other compensation, and other amounts, and have paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over under all applicable Laws. (f) As of the date hereof, with respect to each of the Companies and its Subsidiaries, no claim has been made by a taxing authority in a jurisdiction where any of the Companies or their Subsidiaries does not file a type of Tax Return such that it is not aware or may be subject to that type of Tax in that jurisdiction. (g) As of the date hereof, neither of the Companies nor any of their Subsidiaries has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). (h) Neither of the Companies nor any of their Subsidiaries nor any other person on any of their behalf has: (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law by reason of a change in accounting method initiated by any of the Companies or their Subsidiaries or has any knowledge that the IRS or any other taxing authority has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of any fact of the Companies or circumstance their Subsidiaries; or (ii) executed or entered into a closing agreement pursuant to section 7121 of the Code or any predecessor provision thereof or any similar provision of Law in respect of either of the Companies or any of their Subsidiaries. (i) There are no Liens for Taxes, other than Permitted Liens, on the assets of the Companies or any of their Subsidiaries. (j) No powers of attorney that would reasonably be expected are currently in force with respect to prevent any matter relating to Taxes that will continue in effect after the Merger from qualifying as Closing Date. (k) Neither of the Companies nor any of their Subsidiaries has engaged in a “reorganization” transaction that is reportable within the meaning of Section 368(a) 6011 of the Code. (dl) Neither Continental nor any Since January 1, 2004, each of the Continental Companies and its Insurance Subsidiaries has been a party to a transaction that, qualified as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (insurance company within the meaning of Section 382(g)(1) 831 of the Code. (m) since April 27Seller has delivered or made available to Buyers: true and complete copies of (i) all federal, 1993state, local, and foreign income and franchise Tax Returns of each of the Companies and each of its Subsidiaries (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Returns relating to each of the Companies and its Subsidiaries) relating to the taxable periods ending on or after December 31, 2005, and (ii) any audit report issued within the last three years relating to Taxes due from or in respect of either of the Companies or any of its Subsidiaries. (n) There are no outstanding rulings or requests for rulings with any Governmental Entity addressed, directly or indirectly, to either of the Companies or any of their Subsidiaries that are, or if issued, would be binding on either of the Companies or any of their Subsidiaries for any Post-Closing Period. (o) Neither of the Companies nor any of their Subsidiaries has an “excess loss account” (as defined in Treasury Regulation Section 1.1502-19) with respect to the stock of any of their Subsidiaries, and neither of the Companies nor any of their Subsidiaries will recognize any deferred income under federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws), including, but not limited to the deferred intercompany transaction provisions of such federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Company and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. The federal, state and local income Tax Returns of Company and its Subsidiaries have been examined by the Internal Revenue Service (iithe “IRS”) there or other relevant taxing authority for all years to and including 2001, and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Company or any of the Continental its Subsidiaries for which deficiency has Company does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Company nor any of the Continental its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Company and the Continental its Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental Company nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental is not aware of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any fact accounting method has been submitted by Company or circumstance that would reasonably be expected to prevent the Merger from qualifying as any of its Subsidiaries. Neither Company nor any of its Subsidiaries has participated in a “reorganizationlisted transaction” within the meaning of Treasury Regulation Section 368(a1.6011-4(b)(2) of the Codesubsequent to such transaction becoming listed. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” 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, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger transferee or otherwisesuccessor or by contract. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Company and the Continental Company Subsidiaries have has duly and timely filed, taking into account any filed (including all applicable extensions, ) all material Tax Returns required to be filed by them it (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has timely paid or withheld all Taxes required shown thereon as arising and has duly and timely paid or withheld all material Taxes that are due and payable or claimed to be paid due from it by them United States federal, state, foreign or local taxing authorities other than Taxes that are not yet due or that are being contested in good faith faith, which have not been finally determined, and have been adequately reserved against in appropriate proceedings; (ii) there accordance with GAAP on the Company’s most recent consolidated financial statements. The Company and each Company Subsidiary have 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, shareholder or other third party. Neither the Company nor any Company Subsidiary has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. All assessments for Taxes of the Company or any Company Subsidiary due with respect to completed and settled examinations or any concluded litigation have been fully paid. There are no Liens material disputes, audits, examinations or proceedings pending, or written claims asserted, for Taxes on upon the Company or any assets of Continental or the Continental Subsidiaries; Company Subsidiary. There are no liens for Taxes (iiiother than statutory liens for Taxes not yet due and payable) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or upon any of the Continental Subsidiaries which deficiency has not been paid assets of the Company or is not being contested in good faith in appropriate proceedings; (iv) Continental and any Company Subsidiary. Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of the Continental Subsidiaries Company Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an the Tax Sharing Agreement and any other agreement or arrangement that (a) are exclusively between or among Continental the Company and the Continental Company Subsidiaries). , (b) Within will terminate as of the Effective Time or (c) are entered into in the ordinary course of business, the principal purpose of which is not the allocation or sharing of Taxes). Neither the Company nor any Company Subsidiary (i) has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which was the Company) or (ii) has any material liability for the Taxes of any Person (other than the Company, any Company Subsidiary, AS Spinco or any AS Spinco Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Other than with respect to the Distribution (as such term is used in the Tax Sharing Agreement), neither the Company nor any Company Subsidiary has been within the past five years, neither Continental nor any of the Continental Subsidiaries has been two 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 intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental . Neither the Company nor any Company Subsidiary has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). The Company is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as and has not been a “reorganizationUnited States real property holding corporation” within the meaning of Section 368(a897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Citizens, (i) Continental each of Citizens and the Continental its Subsidiaries have has duly and timely filed, taking into account any filed (including all applicable extensions, ) all Tax Returns required to be filed by them or with respect to Citizens and its Subsidiaries on or prior to the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required with respect to the periods covered by such Tax Returns and has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith faith, have not been finally determined and, in appropriate proceedingseach case, have been adequately reserved against; (ii) there are no Liens for Taxes on all income Tax returns of Citizens and its Subsidiaries have been examined by the IRS and any assets of Continental applicable Tax authorities, or the Continental Subsidiariesapplicable statute of limitations with respect to such Tax Returns has expired without examination, for all years to and including 2000 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP; (iii) there are no deficiency disputes pending, or claims asserted, for any Tax has been asserted material Taxes or assessed by a Tax authority against Continental material assessments upon Citizens or any of the Continental its Subsidiaries for which deficiency has Citizens does not been paid or is not being contested in good faith in appropriate proceedingshave reserves that are adequate under GAAP; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Citizens nor any of the Continental 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 Continental Citizens and its Subsidiaries) or is liable for any Tax imposed on any Person other than Citizens and its Subsidiaries as a result of the Continental application of Treasury Regulation Section 1.1502-6 (and any comparable provision of state, local or foreign law); (v) all Taxes that Citizens or any of its Subsidiaries is required to withhold from amounts owing to any employee, creditor or third party have been properly withheld and, to the extent payable, timely paid over to the proper Governmental Entity; (vi) no extensions or waivers of statutes of limitation have been given by, or requested with respect to any Taxes of, Citizens or any of its Subsidiaries). ; (bvii) Within the past five years, neither Continental Citizens nor any of the Continental its Subsidiaries has been a “distributing corporation” taken or a “controlled corporation” in a distribution intended agreed to qualify for tax-free treatment under Section 355 of the Code. (c) Continental take any action or is not aware of any fact or circumstance that would, or would be reasonably be expected to to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. ; (dviii) Neither Continental neither Citizens nor any of the Continental its Subsidiaries has been a party to a transaction that, as of any distribution occurring during the two-year period prior to the date of this Agreement, constitutes or otherwise as part of a “listed transaction” plan (or series of related transactions) of which the Merger is a part, in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (ix) neither Citizens nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for purposes permission to change any accounting method has been submitted by Citizens or any of its Subsidiaries; (x) the aggregate balance of the reserve for bad debts described in Section 6011 593(g)(4)(A)(ii) of the Code and applicable U.S. Treasury Regulations thereunder (or a any similar provision under state or local laws and regulations of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Citizens and its Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental 2005 is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items zero; and (iiixi) any limitations on such items. As of the date of this Agreement, neither Continental Citizens nor any Continental Subsidiary of its Subsidiaries has undergone an ownership change (participated in a "listed transaction" within the meaning of Section 382(g)(1) of the Code) since April 27, 1993Treasury Regulation section 1.6011-4(b)(2).

Taxes and Tax Returns. Except as disclosed in Schedule 4.9 or as otherwise disclosed to Merger Partner in writing: (a) Except as Company and the Company Subsidiaries have (i) duly filed (or there has been filed on their behalf) with appropriate governmental authorities all tax returns required to be filed by them, on or prior to the date hereof, except to the extent that any failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Company, and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) duly paid in full or made provisions in accordance with generally accepted accounting principles (or there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries provision has been a “distributing corporation” made on their behalf) for the payment of all taxes for all periods ending on or a “controlled corporation” in a distribution intended prior to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date hereof, except to the extent that any failure to fully pay or make provision for the payment of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, wouldsuch taxes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalCompany; (b) no federal, either state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any taxes or tax returns of Company or the Company Subsidiaries wherein an adverse determination or ruling in any one such proceeding or in all such proceedings in the aggregate would have a Material Adverse Effect on Company; (c) the federal income tax returns of Company and the Company Subsidiaries have been examined by the Internal Revenue Service ("IRS") (or the applicable statutes of limitation for the assessment of federal income taxes for such periods have expired) for all periods through and including December 31, 1992, and no material deficiencies were asserted as a result of such examinations that have not been resolved and fully paid. Neither Company nor any of the Merger Company Subsidiaries has granted any requests, agreements, consents or otherwise.waivers to extend the statutory period of limitations applicable to the assessment of any taxes with respect to any tax returns of Company or any of the Company Subsidiaries; (d) neither Company nor any of the Company Subsidiaries is a party to any tax sharing or material tax indemnity agreement; (e) any amount that could 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 or director of Company or any Company Subsidiary 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 Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). In addition, Section 162(m) of the Code will not apply to any amount paid or payable by Company or any Company Subsidiary under any contract or Company Employee Plan currently in effect; (f) Section 4.10(fall annuity contracts and life insurance policies issued by a Company Insurance Subsidiary meet all definitional or other requirements for qualification under the Code applicable (or intended to be applicable) to such annuity contracts or life insurance policies, including, without limitation, the following: (A) any life insurance policies meet the requirements of Sections 101(f) or 7702 of the Continental Disclosure Schedule sets forth Code, as applicable; (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iiiB) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change annuity contracts that are intended to qualify as "annuity contracts" (within the meaning of excluding contracts that are described in Section 382(g)(172(s) of the Code) since April 27meet the requirements of Section 72(s) of the Code; (C) any annuity contracts that are intended to qualify under Sections 130, 1993403(a), 403(b) or 408(b) of the Code contain all provisions required for qualification under such sections of the Code; and (D) any annuity contracts that are marketed as, or in connection with, plans that are intended to qualify under Sections 401, 403, 408 or 457 of the Code comply with the requirements of such sections; except in the case of any of the foregoing to the extent that any failure to so meet such requirements has not and would not, individually or in the aggregate, have a material adverse effect on (A) the financial condition, business or results of operations of any Company Business Unit or (B) the ability of Company to consummate the transactions contemplated by this Agreement; and (g) as used in this Agreement, "taxes" shall include all Federal, state, local and foreign income, property, premium, sales, excise, employment, payroll, withholding and other taxes.

Taxes and Tax Returns. (a) Except as would notEach of Old Kent and its Subsidiaries has duly filed all federal, individually or in the aggregatestate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental foreign and the Continental Subsidiaries have timely filed, taking into account any extensions, all local information returns and Tax Returns returns required to be filed by them it on or prior to the date hereof (all such returns being accurate and completecomplete in all material respects) and have has duly paid or made provision for the payment of all Taxes required and other governmental charges which have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other government charges which are not yet due delinquent or that are being contested in good faith faith, have not been finally determined and have been adequately reserved against in appropriate proceedings; accordance with GAAP or (ii) there 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 Old Kent. The federal income Tax returns of Old Kent and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") for all years from 1990 to and including 1995 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Old Kent or any of the Continental its Subsidiaries for which deficiency has Old Kent does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves maintained in their financial statements for any Taxes that have not been paid; and (v) neither Continental accordance with GAAP. Neither Old Kent nor any of the Continental 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 Continental Old Kent and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Old Kent nor any of the Continental its Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a “listed transaction” the term "Tax" or "Taxes" means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, and valorem, profits, gains, property, capital, sales, transfer, use, 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 and (ii) any liability for purposes of Taxes described in clause (i) under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Each of the Company and the Continental its Subsidiaries have has duly and timely filed, taking into account any filed (including all applicable extensions, ) all Tax Returns required to be filed by them (it and all such returns being Tax Returns are accurate and complete; (ii) each of the Company and have its Subsidiaries has paid all Taxes required to be paid by them it and has timely paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedingsfaith, have not been finally determined and have been adequately reserved against under GAAP; (iiiii) the Tax Returns of the Company and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) or the appropriate taxing authority (or the applicable statues of limitation for the assessment of Taxes for such periods have expired) for all years to and including the years ending 2006; (iv) no extensions or waivers of statutes of limitation have been given by or requested with respect to any of the Company’s Taxes or those of its Subsidiaries, (v) there are no Liens disputes pending, or written claims asserted, for Taxes on or assessments upon the Company or any assets of Continental or the Continental its Subsidiaries; (iiivi) neither the Company nor any of its Subsidiaries has any liability for Taxes of any person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by contract, or otherwise; and (vii) the Company and its Subsidiaries have complied with all applicable laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any comparable provision of any state, local or foreign Laws) and have, within the time and in the manner prescribed by applicable law, withheld from and paid over all amounts required to be so withheld and paid to the relevant taxing authority under applicable Laws; (ix) neither the Company nor any of its Subsidiaries has participated in any “reportable transactions” within the meaning of Treasury Regulation Section 1.6011-4; (x) neither the Company nor any of its Subsidiaries has been a party to any distribution occurring during the last three years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; (xi) no deficiency for any Tax written or, to the Knowledge of the Company, other claim has been asserted or assessed made by a Tax taxing authority against Continental in a jurisdiction where the Company or any of its Subsidiaries does not currently file Tax Returns that the Continental Subsidiaries which deficiency has not been paid Company or such Subsidiary is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes or may be subject to taxation by that have not been paidjurisdiction; and (vxii) neither Continental the Company has not undergone any “ownership change” within the meaning of Section 382 of the Code and other than solely as a result of the transaction contemplated by this Agreement, the utilization of any net operating loss carryforwards of the Company or any of its Subsidiaries is not subject to any limitations pursuant to Sections 382, 383, or 384 of the Code. (b) Neither the Company nor any of the Continental 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 Continental the Company and the Continental its Subsidiaries). (b) Within . Since December 31, 2007 neither the past five years, neither Continental Company nor any of the Continental its Subsidiaries is or has been a “distributing corporation” member of an affiliated group filing consolidated or combined Tax Returns (other than a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 group of which the CodeCompany is or was the common parent). (c) Continental is not aware of There are no Liens for Taxes on any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeassets of the Company or any of its Subsidiaries. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” for purposes of Section 6011 of the Code or “Taxes” means all federal, state, local, and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeforeign income, or imposition of an excise tax under Section 4999 of the Codeexcise, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensationgross receipts, whether under any contractgross income, planad valorem, program or arrangementprofits, understanding or otherwisegains, wouldproperty, individually or in the aggregatecapital, reasonably be expected to have a Material Adverse Effect on Continentalsales, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31transfer, 2009 (and determined based on information available as of the date of this Agreement) of net operating lossesuse, capital losses and alternative minimum tax credits payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value added and other credits taxes, charges, levies, like assessments or changes of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items any kind whatsoever together with all penalties and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993additions to tax and interest thereon.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Target and its Subsidiaries has (i) Continental duly and the Continental Subsidiaries have timely filed, taking into account any filed (including all applicable extensions, ) all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns Tax Returns being true, accurate and completecomplete in all material respects), (ii) and have has timely paid all Taxes required (whether or not shown on Tax Returns) or has made provision for the payment of all Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. Target and its Subsidiaries are not currently subject to examination or audit by the Internal Revenue Service (ii) there “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Target or any of the Continental its Subsidiaries for which deficiency has Target does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Target nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Target and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Target nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Target nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Target or any of its Subsidiaries. Neither Target nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Neither Target nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means (i) all federal, state, local and foreign income, bank, estimated, excise, gross receipts, gross income, ad valorem, profits, gains, property, escheat, unclaimed property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except Each of Target and its Subsidiaries has timely filed all federal, state, foreign and local information returns and Tax returns required to be filed by it and has timely paid all Taxes that are due or claimed to be due from it by federal, state, foreign or local taxing authorities, other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith or have not been finally determined and in each case have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Target. All such Tax Returns required to be filed by them (all such returns being are accurate and completecomplete in all material respects. (b) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there There are no Liens material audits, examinations, assessments, litigation, proposed adjustments, matters in controversy or other disputes or outstanding requests for information related to Tax matters pending, or to the knowledge of Target, asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Target or any of the Continental its Subsidiaries for which deficiency Target does not have reserves that are adequate under GAAP. Target has not been paid made available to Parent complete and accurate copies of all federal income Tax returns, examination reports, and statements of deficiencies assessed against or is not being contested in good faith in appropriate proceedings; agreed to by Target or any of its Subsidiaries filed or received since January 1, 2014. (ivc) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Neither Target nor any of the Continental 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 Continental Target and its Subsidiaries, or that was entered into with customers, vendors, lessors or the Continental Subsidiarieslike in the ordinary course of business). (bd) Within the past five (5) years, neither Continental Target nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (de) Neither Continental Target nor any of the Continental its Subsidiaries has been a party to a transaction that, as any liability for Taxes of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder any person (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental other than Target or any of its Subsidiaries) arising from the Continental Subsidiaries as employee compensationapplication of Treasury Regulations Section 1.1502-6 or any analogous provision of state, whether under any contractlocal or foreign law, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger transferee or otherwisesuccessor. (f) Neither Target nor any of its Subsidiaries will be required to include any material item of income in, or to 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) intercompany transaction or excess loss account described in Treasury Regulations under Section 4.10(f1502 of the Code (or any similar provision of state, local or foreign law), (iii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iv) an election under Section 108(i) of the Continental Disclosure Schedule sets forth Code. (g) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to Target or any of its Subsidiaries that would have effect after the Effective Time. Target has made available to Parent true, correct, and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. (h) All Taxes required to be withheld, collected or deposited by or with respect to Target or any of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, except for failures to so withhold, collect or deposit that are immaterial, individually and in the aggregate. (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental Neither Target nor any Continental Subsidiary of its Subsidiaries has undergone an ownership change granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, which waiver or extension has not since expired. (j) Neither Target nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 382(g)(1) of the Code) since April 27, 19931.6011-4(b)(2).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Parent and its Consolidated Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith faith, have not been finally determined and have been adequately reserved against under GAAP. For taxable years ending on or after December 31, 2003, no Tax Return of Parent or its Consolidated Subsidiaries has been examined by the IRS or other relevant taxing authority except where such examination has not, and would not reasonably be expected to, give rise to liabilities in appropriate proceedings; (iiexcess of $25,000 or as set forth on Section 4.12(a) there of the Parent Disclosure Schedule and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Parent or any of the Continental its Consolidated Subsidiaries for which deficiency has Parent does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Parent nor any of the Continental its Consolidated 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 Continental Parent and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental Parent nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. Neither Parent nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Parent or any of its Consolidated Subsidiaries. Neither Parent nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If Parent or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) Parent made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. Parent has qualified as a RIC at all times since its formation and expects to continue to so qualify through the Effective Time. No challenge to the Parent’s status as a RIC is pending or has been threatened orally or in writing. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) Parent and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any comparable provision of any state, local or foreign Laws) and have, within the time and in the manner prescribed by applicable Law, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) Parent is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers together from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any Parent has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries Code. (g) Each Consolidated Subsidiary of Parent that is a partnership, joint venture, or limited liability company has been since its formation treated for U.S. federal income Tax purposes as a party to a transaction thatpartnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as a corporation. (h) Section 4.12(h) of the date Parent Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in Internal Revenue Service Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code1.337(d)-5, for any amount paid Treasury Regulation Section 1.337(d)-6 or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Treasury Regulation Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. (i) No claim has been made in writing by a taxing authority in a jurisdiction where Parent or any of its Consolidated Subsidiaries does not file Tax Returns that Parent or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction. (j) Neither Parent nor any other Person on behalf of Parent or any of its Consolidated Subsidiaries has requested any extension of time within which to file any material Tax Return, 1993which material Tax Return has not yet been filed. (k) Neither Parent nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (l) Neither Parent nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than Parent and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (m) There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as where the failure to do so would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on Continental: Effect, the Seller and each of its subsidiaries (ireferred to for purposes of this Section 4.10, collectively, as the "COMPANIES") Continental and the Continental Subsidiaries have have, since December 31, 1989, timely filed, taking into account any extensions, filed in correct form all Tax Returns that were required to be filed by any of them on or prior to the date hereof (all such returns being accurate and completethe "FILED TAX RETURNS"). (b) and The Companies have paid all Taxes required shown as being due in the Filed Tax Returns. (c) No assessment that has not been settled or otherwise resolved has been made with respect to be paid by them Taxes not shown on the Filed Tax Returns, other than Taxes that are not yet due or that such additional taxes as are being contested in good faith and which if determined adversely to the Companies would not have a Material Adverse Effect. No deficiency in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax other proposed adjustment that has not been settled or otherwise resolved has been asserted or assessed in writing by a Tax any taxing authority against Continental or any of the Continental Subsidiaries Companies, which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and if determined adversely to the Continental Subsidiaries Companies would have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor a Material Adverse Effect. No material Tax Return of any of the Continental Subsidiaries Companies is now under examination by any applicable taxing authority. There are no material liens for Taxes (other than current Taxes not yet due and payable) on any of the assets of any Company. (d) Adequate provision has been made on the Seller Balance Sheet for all Taxes of the Companies in respect of all periods through the date hereof. (e) Except with respect to intra-Company agreements made or required under the federal consolidated tax return regulations, none of the Companies is a party to or is bound by any Tax sharingindemnification, Tax allocation or indemnification Tax sharing agreement with any person or arrangement (entity or has any current or potential contractual obligation to indemnify any other than such an agreement person or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended entity with respect to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwiseTaxes. (f) Section 4.10(f) None of the Continental Disclosure Schedule sets forth Companies has filed or been included in a combined, consolidated or unitary income Tax Return (iincluding any consolidated federal income Tax Return) the amount on December 31, 2009 (and determined based on information available as other than one of which one of the date of this AgreementCompanies (including predecessor entities) of net operating losses, capital losses and alternative minimum tax credits and other credits or the Seller was the parent. (g) None of the consolidated group of which Continental Companies has made any payments, is the common parent for Federal income Tax purposesobligated to make any payments, (ii) dates of expiration of such items and (iii) or is a party to any limitations on such items. As of the date of this Agreement, neither Continental nor agreement that could obligate it to make any Continental Subsidiary has undergone an ownership change (within the meaning of payments that will not be deductible under Code Section 382(g)(1) of the Code) since April 27, 1993.280G.

Taxes and Tax Returns. (a) Except as would notProper and accurate federal, individually or in the aggregatestate and local returns have been timely filed by UJB and each of its bank subsidiaries for all periods for which returns were due, reasonably be expected including with respect to have a Material Adverse Effect on Continental: (i) Continental employee income tax withholding, social security and unemployment taxes, and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required amounts shown thereon to be filed by them (all such returns being accurate due and complete) and payable have been paid all Taxes required to be paid by them other than Taxes that are not yet due in full or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax adequate provision therefor has been asserted included on the books of UJB or assessed its appropriate subsidiary. Provision has been made on the books of UJB or its appropriate bank subsidiary for all unpaid taxes, whether or not disputed, that may become due and payable by a Tax authority against Continental UJB or any of the Continental Subsidiaries which deficiency its subsidiaries in future periods in respect of transactions, sales or services previously occurring or performed. UJB is not and has not been paid or is not being contested a United States real property holding corporation as defined in good faith in appropriate proceedings; (ivSection 897(c)(2) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and Code during the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” applicable period specified in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a897(c)(1)(A)(ii) of the Code. (d) . Neither Continental UJB nor any of the Continental Subsidiaries has been its bank subsidiaries is currently a party to a transaction thatany tax sharing or similar agreement with any third party. There are no material matters, as assessments, notices of the date deficiency, demands for taxes, proceedings, audits or proposed deficiencies pending or, to UJB's knowledge, threatened against UJB or any of this Agreementits bank subsidiaries and there have been no waivers of statutes of limitations or agreements related to assessments or collection in respect of any federal, constitutes a “listed transaction” for purposes state or local taxes. Neither UJB nor any of its subsidiaries has agreed to or is required to make any adjustment pursuant to Section 6011 481(a) of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance by reason of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable change in accounting method initiated by Continental UJB or any of its subsidiaries, and neither UJB nor any of its bank subsidiaries has any knowledge that the Continental Subsidiaries as employee compensation, whether under IRS has proposed any contract, plan, program such adjustment or arrangement, understanding or otherwise, would, individually or change in the aggregate, reasonably be expected accounting method. UJB and its subsidiaries have complied in all material respects with all requirements relating to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. information reporting and withholding (fincluding back-up withholding) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits requirements relating to the reporting of interest, dividends and other reportable payments under the consolidated group of which Continental is Code and state and local tax laws and the common parent for Federal income Tax purposes, (ii) dates of expiration of such items regulations promulgated thereunder and (iii) any limitations other requirements relating to reporting under federal law including record keeping and reporting on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993monetary instruments transactions.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Each of Company and the Continental its Subsidiaries have has duly and timely filed, filed (taking into account any all applicable extensions, ) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by them (it, and all such returns being accurate Tax Returns are true, correct, and completecomplete in all material respects; (ii) neither Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return; (iii) all material Taxes of Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have paid been fully and timely paid; (iv) each of Company and its Subsidiaries has collected or withheld all material Taxes required to be have been collected or withheld and to the extent required by applicable law have paid by them such amounts to the proper governmental authority or other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedingsperson; (iiv) neither Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect; (vi) the federal income Tax Returns of Company and its Subsidiaries for all years up to and including December 31, 2013 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (vii) no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Company or any of its Subsidiaries; (viii) there are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Company and its Subsidiaries or the assets of Company and its Subsidiaries (ix) in the last six years, neither Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Company or any of its Subsidiaries was required to file any material Tax Return that was not filed; (x) Company has made available to Parent true, correct, and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to material Taxes requested or executed in the last six years; (xi) Company and each of its Subsidiaries has in its respective files all Tax Returns that it is required to retain in respect of withholding and information reporting requirements imposed by the Code (including the requirements of Chapters 3, 4 and 61 of the Code) or any similar foreign, state or local law; (xii) Company and each of its Subsidiaries has systems, processes and procedures in place in order to materially comply with Sections 1471 through 1474 of the Code and any similar provision of foreign law; (xiii) there are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Continental Company or the Continental any of its Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (vxiv) neither Continental Company nor any of the Continental 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 Continental Company and the Continental its Subsidiaries). ; (bxv) Within the past five years, neither Continental Company 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 Continental common parent of which was Company) or (B) has any liability for the Taxes of any person (other than 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 contract or otherwise; (xvi) neither Company nor any of its Subsidiaries has been 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 intended to qualify for tax-free treatment under Section 355 of the Code. ; (cxvii) Continental is not aware neither Company nor any of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as its Subsidiaries has participated in a “reorganizationlisted transaction” within the meaning of Treasury Regulations Section 368(a1.6011-4(b)(2); (xviii) of at no time during the Code. past five (d5) Neither Continental nor any of the Continental Subsidiaries years has Company been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (United States real property holding corporation within the meaning of Section 382(g)(1897(c)(2) of the Code; (xix) since April 27neither Company nor any of its Subsidiaries will be required to include any material item of income in, 1993or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting, (B) installment sale or open transaction disposition made on or prior to the closing date, or (C) prepaid amount received on or prior to the Closing Date, in each of case (A), (B) and (C), outside of the ordinary course of business; and (xx) all Subsidiaries of the Company are members of a consolidated group for U.S. federal income tax purposes for which the Company is the common parent. (b) As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon.

Taxes and Tax Returns. (a) Except as has not had and would notnot reasonably be expected to have, individually singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalEffect: (ia) Continental each of the Company and its subsidiaries has duly and timely filed (including all applicable extensions) all reports, returns or other information (including any amendments) required to be supplied to a governmental entity with respect to taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Continental Subsidiaries have timely filed, taking into account any extensions, all Company or its subsidiaries (“Tax Returns Returns”) required to be filed by them it on or prior to the date hereof (all such returns being accurate and complete) and have complete in all respects), has paid all Taxes required taxes shown thereon as arising and has duly paid or made provision for the payment of all taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedingsfaith, have not been finally determined and have been adequately reserved against; (iib) the federal, state and local income Tax Returns of the Company and its subsidiaries have been examined by the Internal Revenue Service (the “IRS”) and any applicable state and local tax authorities for all years to and including 2002 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP; (c) there are no Liens disputes pending, or claims asserted, for Taxes on any assets of Continental taxes or assessments upon the Continental SubsidiariesCompany or its subsidiaries for which the Company does not have reserves that are adequate under GAAP; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (vd) neither Continental the Company nor any of the Continental Subsidiaries is its subsidiaries are (A) a party to or is bound by any Tax tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental the Company and its subsidiaries) or (B) has any liability for the Continental Subsidiariestaxes 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 foreign law). ; (be) Within within the past five two years, neither Continental the Company nor any of the Continental Subsidiaries has its subsidiaries have been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. ; (cf) Continental is not aware neither the Company nor its subsidiaries are required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any fact accounting method has been submitted by the Company or circumstance that would reasonably be expected to prevent its subsidiaries; and (g) neither the Merger from qualifying as Company nor its subsidiaries has participated in a “reorganizationtransaction” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state lawRegulation section 1.601 1-4(b). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (ai) Except as would not, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect on Continental: Effect: (iA) Continental the Company and the Continental each of its Subsidiaries have has timely filed, filed (taking into account any all applicable extensions, ) all Tax Returns required to be filed by them (it, and all such returns being accurate Tax Returns are true, correct and completecomplete in all respects, and the Company and each of its Subsidiaries has timely paid (or has had timely paid on its behalf) and have paid to the appropriate Governmental Authority all Taxes that are required to be paid by them other than Taxes that are it (whether or not yet due or that are being shown on any Tax Return), except, in each case, with respect to matters contested in good faith and for which adequate reserves have been established in accordance with GAAP; (B) the Company and each of its Subsidiaries have timely complied, in all material respects, with all applicable laws (including information reporting requirements) relating to the deduction, collection or withholding of Taxes from amounts owing to or from any employee, creditor, customer, stockholder or other third party and the payment of such amounts to the appropriate proceedings; Governmental Authority; (iiC) there are no Liens disputes pending, or claims asserted in writing, in respect of Taxes or Tax Returns of the Company or any of its Subsidiaries; (D) there are no liens for any Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of its Subsidiaries, except for Taxes not yet due and payable; (E) none of the Continental Subsidiaries which deficiency has not been paid Company or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental its Subsidiaries (i) is or has been a party to member of an affiliated, combined, consolidated, unitary or is bound by any Tax sharing, allocation or indemnification agreement or arrangement similar tax group (other than such an agreement a group the common parent of which is or arrangement exclusively between was the Company) or among Continental (ii) has liability for Taxes of any other Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or foreign law), as a transferee or successor, or by contract (other than provisions in commercial agreements entered into in the Continental Subsidiariesordinary course of business and not primarily relating to Taxes).; (bF) Within none of the past five Company or any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any analogous or similar provision of state, local or foreign law); and (G) in the last two (2) years, neither Continental nor none of the Company or any of the Continental its Subsidiaries has been was a “controlled corporation” or a “distributing corporation” or a “controlled corporation” (in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” each case, within the meaning of Section 368(a355(a)(1)(A) of the Code) in any distribution intended or purported to be governed by Section 355(a) of the Code. (dii) Neither Continental nor any of the Continental Subsidiaries The Company is not and has not been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (United States real property holding company within the meaning of Section 382(g)(1897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) during the period specified in Section 897(c)(1)(A)(ii) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except Xxxxxxx Sachs Middle Market Lending LLC (“MMLC LLC”) was formed on June 13, 2016. Effective January 30, 2017, MMLC LLC converted from a Delaware limited liability company to a Delaware corporation named Xxxxxxx Xxxxx Middle Market Lending Corp., which, by operation of law, is deemed for purposes of Delaware law the same entity as would notMMLC LLC. Each of MMLC LLC, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: MMLC and each of their respective Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of MMLC LLC, MMLC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (iithe “IRS”) there or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon MMLC LLC, MMLC or any of the Continental its Consolidated Subsidiaries for which deficiency has MMLC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither MMLC nor any of the Continental its Consolidated 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 Continental MMLC and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental MMLC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither MMLC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by MMLC or any of its Consolidated Subsidiaries. Neither MMLC LLC, MMLC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If MMLC LLC, MMLC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) At all times prior to its conversion to a Delaware corporation on January 30, 2017 (the “Conversion”), MMLC LLC was classified as a disregarded entity or partnership for U.S. federal, state and local income tax purposes. In connection with the Conversion, MMLC LLC (or a direct or indirect owner of MMLC LLC’s equity, as the case may be) made a timely filed election pursuant to Section 337 of the Code and the applicable Treasury Regulations to cause built-in gain to be recognized in respect of MMLC LLC property attributable to a member of MMLC LLC that was taxable as a corporation (or, on a look-through basis, has direct or indirect owners that are so taxable). (c) Continental MMLC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). MMLC has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2017 and expects to continue to so qualify through the Effective Time. No challenge to MMLC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of MMLC ending on or before the Effective Time, MMLC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code (assuming for these purposes that any Tax Dividend declared by MMLC after the date of this Agreement has been timely paid). (d) Prior to the Effective Time, MMLC shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the Effective Time. Prior to the Determination Date, MMLC shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (e) MMLC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (f) MMLC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (dg) Neither Continental nor any MMLC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)Code. (eh) No disallowance MMLC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either its assets currently held as a result of the Merger application of Section 337(d) of the Code or otherwisethe Treasury Regulations promulgated thereunder. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) No claim has been made in writing by a taxing authority in a jurisdiction where MMLC or any of its Consolidated Subsidiaries does not file Tax Returns that MMLC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (j) Neither MMLC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the amount on December 31United States. (k) Neither MMLC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (l) Neither MMLC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than MMLC LLC, 2009 MMLC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (and determined based on information available or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (m) Neither MMLC nor any of the date its Consolidated Subsidiaries has ever been a member of this Agreement) of net operating lossesa consolidated, capital losses and alternative minimum tax credits and combined or unitary Tax group (other credits of the consolidated than such a group of which Continental is the common parent of which is MMLC or any of its Consolidated Subsidiaries). (n) There are no material Liens for Federal income Tax purposes, Taxes (iiother than Taxes not yet due and payable) dates of expiration of such items and (iii) upon any limitations on such items. As of the date assets of this Agreement, neither Continental nor MMLC or any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: TCPC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the Signing Date (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of TCPC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted by any taxing authority, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon TCPC or any of the Continental its Consolidated Subsidiaries for which deficiency has TCPC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither TCPC nor any of the Continental its Consolidated 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 Continental TCPC and its Consolidated Subsidiaries or customary gross-up provisions in a commercial Contract the Continental Subsidiariesprimary purpose of which does not relate to Taxes). (b) . Within the past five yearsyears (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 would also be a part), neither Continental TCPC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither TCPC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted to the IRS by TCPC or any of its Consolidated Subsidiaries. Neither TCPC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if TCPC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) TCPC has made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. TCPC has qualified for taxation as a RIC at all times since (and including) its taxable year ended December 31, 2015, and expects to continue to so qualify for the taxable year that includes the Effective Time. No challenge to TCPC’s status as a RIC is pending or has been threatened by the IRS orally or in writing. For each taxable year of TCPC ending on or before the Effective Time, TCPC has satisfied the distribution requirements imposed on a RIC under Section 852(a) of the Code and all dividends (as defined in Section 316 of the Code) paid by TCPC in any taxable year for which the applicable statute of limitations remains open shall have been deductible pursuant to the dividends paid deduction under Section 562 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Merger Sub is a disregarded entity of TCPC for U.S. federal income tax purposes. Xxxxxx Sub has not elected, and will not elect, (i) to be classified, with effect as of or prior to the Effective Time, as an association taxable as a corporation pursuant to Section 301.7701-3 of the Treasury Regulations or (ii) to be regulated, with effect as of or prior to the Effective Time, as a BDC under the Investment Company Act. Prior to the Effective Time, Xxxxxx Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) TCPC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) TCPC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger from qualifying as a for the Intended Tax Treatment. (f) TCPC has no “reorganizationearnings and profits” within the meaning of for U.S. federal income Tax purposes described in Section 368(a852(a)(2)(B) of the Code. (dg) Neither Continental TCPC nor any of its Consolidated Subsidiaries or holds any asset the Continental Subsidiaries has been a party disposition of which would be subject to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 1374 of the Code and applicable U.S. as prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or Treasury Regulations thereunder Regulation Section 1.337(d)-7 (or a rules similar provision of state lawthereto). (eh) No disallowance of claim has been made in writing by a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental taxing authority in a jurisdiction where TCPC or any of the Continental its Consolidated Subsidiaries as employee compensationdoes not file Tax Returns that TCPC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, whether under any contractand which, planif upheld, program or arrangement, understanding or otherwise, would, individually or would reasonably result in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwisematerial Tax liability. (fi) Neither TCPC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither TCPC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither TCPC nor any of its Consolidated Subsidiaries has any liability for any material Taxes of another Person other than TCPC and its Consolidated Subsidiaries under Treasury Regulation Section 4.10(f1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation (other than customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). (l) Neither TCPC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is TCPC or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the Continental Disclosure Schedule sets forth assets of TCPC or any of its Consolidated Subsidiaries. (n) All of the issued and outstanding membership interests in Merger Sub are, and at the Effective Time will be, owned by SVCP, as the sole member of Merger Sub, and there are (i) the amount on December 31, 2009 (and determined based on information available as no other membership interests or voting securities of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposesMerger Sub, (ii) dates no securities of expiration Merger Sub convertible into membership interests or voting securities of such items Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any limitations on such itemsmembership interests, voting securities or securities convertible into membership interests or voting securities of Merger Sub. (o) SVCP is a disregarded entity of TCPC for U.S. federal income tax purposes. As SVCP has not elected, and will not elect, to be classified, with effect as of or prior to the Effective Time, as an association taxable as a corporation pursuant to Section 301.7701-3 of the date Treasury Regulations. (p) All of this Agreementthe issued and outstanding membership interests in SVCP are, neither Continental nor and at the Effective Time will be, owned by TCPC, as the sole member of SVCP, and there are (i) no other membership interests or voting securities of SVCP, (ii) no securities of SVCP convertible into membership interests or voting securities of SVCP and (iii) no options or other rights to acquire from SVCP, and no obligations of SVCP to issue, any Continental Subsidiary has undergone an ownership change membership interests, voting securities or securities convertible into membership interests or voting securities of SVCP. (q) TCPC, SVCP and Merger Sub are, and at the Effective Time will be, a combining unit within the meaning of Section 382(g)(11.368-2(b)(1)(i)(C) and TCPC is, and at the Effective Time and on the Closing Date will be, the combining entity of such combining unit within the Code) since April 27, 1993meaning of Section 1.368-2(b)(1)(i)(B).

Taxes and Tax Returns. The Company and the Company Subsidiaries have duly filed all federal, state, foreign and local Tax Returns required to be filed by them on or prior to the date of this Agreement (aall such returns being accurate and complete in all material respects) Except and have duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from them by federal, state, foreign or local taxing authorities other than (i) Taxes that are not yet delinquent or that are being contested in good faith, have not been finally determined and have been adequately reserved against or (ii) Tax Returns or Taxes as to which the failure to file, pay or make provision for would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account Company. Any liability with respect to deficiencies asserted as a result of any extensions, all audit of the Company or any Company Subsidiary Tax Returns required to be filed Return by them (all such returns being accurate and complete) and have paid all Taxes required to be paid the IRS or any other taxing authority is covered by them other than Taxes that are not yet due or that are being contested adequate reserves in good faith accordance with GAAP in appropriate proceedings; (ii) there the Company Financial Statements. There are no Liens material disputes pending, or claims asserted in writing, for Taxes on any assets of Continental or assessments upon the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of the Continental Company Subsidiaries for which deficiency has the Company does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and have adequate reserves. Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of the Continental Company Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental the Company and the Continental Company Subsidiaries). (b) . Within the past five two years, neither Continental nor any of the Continental Subsidiaries Company has not been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c) Continental is . As of the date hereof and to the knowledge of the Company, the Company has not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a undergone an “reorganizationownership change” within the meaning of Section 368(a382(g) of the Code. (d) Neither Continental nor any of Code subsequent to the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within that occurred in 2008 in connection with the meaning of Section 382(g)(1) of the Code) since April 27, 1993Company’s emergence from bankruptcy.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: GCIC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of GCIC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (iithe “IRS”) there or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GCIC or any of the Continental its Consolidated Subsidiaries for which deficiency has GCIC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GCIC nor any of the Continental its Consolidated 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 Continental GCIC and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental GCIC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither GCIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GCIC or any of its Consolidated Subsidiaries. Neither GCIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If GCIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) GCIC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). GCIC has qualified as a RIC at all times since the beginning of its taxable year ending September 30, 2015 and expects to continue to so qualify through the Effective Time. No challenge to GCIC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of GCIC ending on or before the Effective Time, GCIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code (assuming for these purposes that any Tax Dividend declared by GCIC after the date of this Agreement has been timely paid). (c) Continental Prior to the Effective Time, GCIC shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the Effective Time. Prior to the Determination Date, GCIC shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (d) GCIC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) GCIC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any GCIC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (g) Section 3.11(g) of the date GCIC Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 3.11(g) of the GCIC Disclosure Schedule, 1993GCIC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where GCIC or any of its Consolidated Subsidiaries does not file Tax Returns that GCIC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither GCIC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither GCIC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither GCIC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than GCIC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither GCIC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is GCIC or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of GCIC or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. Each of Vantage and its Subsidiaries has duly and timely filed (aincluding all applicable extensions) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against. Vantage and its Subsidiaries are not subject to any ongoing or unresolved examination or audit by the IRS. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Vantage or any of the Continental its Subsidiaries for which deficiency has Vantage does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Vantage nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Vantage and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Vantage nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Vantage nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Vantage or any of its Subsidiaries. Neither Vantage nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Neither Vantage nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Vantage Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all All Tax Returns required to be filed by them or with respect to the Company or any of its Subsidiaries have been duly and timely filed. Such Tax Returns (i) were prepared in the manner required by applicable law, (ii) are true, correct, and complete in all material respects, and (iii) accurately reflect the liability for Taxes of the Company and of its Subsidiaries in all material respects. (b) True and complete copies of all federal, state, local and foreign Tax Returns of or including the Company or any of its Subsidiaries filed since January 1, 2003 have been provided to Parent and true and complete copies of all examination reports and statements of deficiencies assessed against or agreed to by (or affecting) the Company or any Subsidiary have been provided to Parent. (c) Except as provided in the sentence that follows, all Taxes for which the Company or any of its Subsidiaries is or may be liable in respect of Taxable Periods (or portions thereof) ending on or before the Closing Date, whether or not shown (or required to be shown) on a Tax Return (“Pre-Closing Taxes”), have been, or as of the Closing Date shall have been, timely paid. In the case of any Pre-Closing Tax not yet due and payable as of the Closing Date, either (i) an accrual properly determined in accordance with GAAP for the payment of such returns Pre-Closing Tax (without regard to deferred tax assets and deferred tax liabilities and similar items) was provided on the consolidated financial statements of the Company and its Subsidiaries included in the Company Filed SEC Documents filed prior to the date hereof, or (ii) (x) the liability for such Pre-Closing Tax was accrued after the date of such financial statement, (y) such liability was incurred in the ordinary course of business and (z) such liability is not material. (d) No Tax deficiencies have been claimed, proposed or assessed against the Company or any of its Subsidiaries in writing by any Taxing or other governmental authority, and none of the Company or any of its Subsidiaries has received any notice, or otherwise has any Knowledge, of any potential claim, proposal or assessment against the Company or any of its Subsidiaries with respect to any Tax deficiency. (e) There are no pending or, to the Company’s Knowledge, threatened audits, investigations or claims for or relating to any liability of the Company or any of its Subsidiaries in respect of Taxes, and there are no matters under discussion between the Company or any of its Subsidiaries on the one hand and any governmental authority on the other hand with respect to Taxes. None of the Tax Returns of the Company or any of its Subsidiaries has been or is currently being accurate examined by the IRS or any state, local or foreign Taxing authorities. None of the Company or any of its Subsidiaries (i) has entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local, or foreign law with any Taxing authority or (ii) has received or sought or participated in a request for a ruling (or other determination or form of advice) from any Taxing authority pertaining to the treatment of any item for Tax purposes. No state of facts exists or has existed which would constitute grounds for the assessment of any liability for Taxes with respect to any Taxable Period (or portion thereof) not yet audited by the IRS or other applicable Taxing authority. (f) Each of the Company and complete) its Subsidiaries has duly and have timely withheld, collected, paid and reported to the proper governmental authority all material Taxes required to have been withheld, collected, paid or reported. (g) No claim has ever been made in writing by any Taxing authority with respect to the Company or any of its Subsidiaries in a jurisdiction where the Company or such Subsidiary does not file Tax Returns that the Company or such Subsidiary is or may be paid subject to taxation by them that jurisdiction. (h) There are no liens upon or other than security interests in any property or assets of the Company or any of its Subsidiaries for or relating to Taxes, except for liens for real and personal property Taxes that are not yet due and payable. (i) There are no outstanding requests, agreements, consents or that are being contested waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney granted by the Company or any of its Subsidiaries with respect to any Taxes is currently in good faith force except for powers of attorney in appropriate proceedings; connection with Benefit Plans or powers of attorney authorizing employees of the Company to act on behalf of the Company. (j) 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 (ii) there are no Liens any liability for or in respect of the Taxes on any assets of Continental of, or determined by reference to the Continental Subsidiaries; Tax liability of, another person (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental 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 contract or otherwise. (k) Neither the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of its Subsidiaries has agreed or is required to include in income any adjustment under either Section 481(a) or Section 482 of the Continental Code (or an analogous provision of state, local, or foreign law) by reason of a change in accounting method or otherwise. (l) Except for customary agreements to indemnify lessors, licensors, lenders and debt securityholders in respect of Taxes, none of which involves any material financial exposure, neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharingcontract, allocation or indemnification agreement agreement, plan or arrangement (other than such an agreement relating to allocating or arrangement exclusively between sharing the payment of, indemnity for, or among Continental and the Continental Subsidiaries)liability for, Taxes with respect to any Taxable Period. (bm) Within The Company and each of its Subsidiaries is in compliance with the past five years, neither Continental record retention requirements of Rev. Proc. 98-25. (n) Neither the Company nor any of the Continental its Subsidiaries has been constituted either a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify of stock qualifying for tax-free treatment under Section 355 of the Code. Code (ci) Continental is not aware of any fact or circumstance that would reasonably be expected in the two (2) years prior to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (Agreement or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates in a distribution which would otherwise constitute part of expiration a “plan” or “series of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change related transactions” (within the meaning of Section 382(g)(1355(e) of the Code) since April 27, 1993in conjunction with the Merger.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of MBNA and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. The federal income Tax returns of MBNA and its Subsidiaries have been examined by the Internal Revenue Service (iithe “IRS”) there for all years to and including 2000 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon MBNA or any of the Continental its Subsidiaries for which deficiency has MBNA does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither MBNA nor any of the Continental 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 Continental MBNA and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental MBNA nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither MBNA nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental is not aware of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any fact accounting method has been submitted by MBNA or circumstance that would reasonably be expected to prevent the Merger from qualifying as any of its Subsidiaries. Neither MBNA nor any of its Subsidiaries has participated in a “reorganizationreportable transaction” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state lawRegulation section 1.6011-4(b)(1). (eb) No disallowance of a deduction under Section 162(m) As used in this Agreement, the term “Tax” or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth “Taxes” means (i) the amount on December 31all federal, 2009 (state, local, and determined based on information available as of the date of this Agreement) of net operating lossesforeign income, capital losses and alternative minimum tax credits excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value added and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposestaxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) dates any liability for Taxes described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of expiration of such items and (iii) any limitations on such items. As of the date of this Agreementstate, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993local or foreign law).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: OTF and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them (it on or prior to the date of this Agreement and all such returns being accurate Tax Returns are true, complete and complete) correct in all material respects. OTF and have each of its Consolidated Subsidiaries has paid all material Taxes required shown thereon as due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them U.S. federal, state, non-U.S. or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. (iib) there No material Tax Return of OTF or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens for Taxes on material disputes pending, or written claims asserted, with respect to any assets material Tax Return of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental OTF or any of the Continental its Consolidated Subsidiaries or for material Taxes or assessments upon OTF or any of its Consolidated Subsidiaries for which deficiency has OTF does not been paid or is not being contested in good faith in appropriate proceedings; have reserves that are adequate under GAAP. (ivc) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Neither OTF nor any of the Continental its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than any such an agreement or arrangement exclusively between or among Continental and entered into in the Continental Subsidiariesordinary course of business the principal purpose of which is not Taxes). (bd) Within the past five yearsyears (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 Mergers are also a part), neither Continental OTF nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. (e) Neither OTF nor any of its Consolidated Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) or any other change in method of accounting occurring prior to the Closing, (ii) closing agreement described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing, (iii) installment sale or open transaction disposition occurring prior to the Closing, (iv) use of an improper method of accounting prior to the Closing, (v) prepaid amount received, or deferred revenue accrued, prior to the Closing, or (vi) “gain recognition agreement” as described in U.S. Treasury Regulation Section 1.367(a)-8 (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing. (f) Neither OTF nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If OTF or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (g) There are no outstanding applications, written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against OTF or any of its Consolidated Subsidiaries. (h) OTF made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. OTF has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2018 and expects to continue to so qualify through the Effective Time. No challenge to OTF’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of OTF ending before the Effective Time, OTF has satisfied, or expects to satisfy in the case of a taxable year ending after the date of this Agreement, the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (ci) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (j) OTF and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including information reporting requirements, and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (k) OTF is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (dl) Neither Continental nor any OTF has no “earnings and profits” described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (m) Section 4.11(m) of the date OTF Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 4.11(m) of the OTF Disclosure Schedule, 1993OTF is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (n) No claim has been made in writing by a taxing authority in a jurisdiction where OTF or any of its Consolidated Subsidiaries does not file Tax Returns that OTF or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (o) Neither OTF nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (p) Neither OTF nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (q) Neither OTF nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than OTF and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee, successor or payable pursuant to a contractual obligation. (r) Neither OTF nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is OTF or any of its Consolidated Subsidiaries). (s) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of OTF or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: GBDC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of GBDC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GBDC or any of the Continental its Consolidated Subsidiaries for which deficiency has GBDC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GBDC nor any of the Continental its Consolidated 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 Continental GBDC and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental GBDC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither GBDC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GBDC or any of its Consolidated Subsidiaries. Neither GBDC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If GBDC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) GBDC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. GBDC has qualified as a RIC at all times since the beginning of its taxable year ending September 30, 2010 and expects to continue to so qualify through the Effective Time. No challenge to GBDC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of the GBDC ending before the Effective Time, GBDC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) GBDC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) GBDC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any GBDC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (g) Section 4.11(g) of the date GBDC Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 4.11(g) of the GBDC Disclosure Schedule, 1993GBDC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where GBDC or any of its Consolidated Subsidiaries does not file Tax Returns that GBDC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither the GBDC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither GBDC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither GBDC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than GBDC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither GBDC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is GBDC or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of GBDC or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except Each of Parent and its Subsidiaries has timely filed all federal, state, foreign and local information returns and Tax returns required to be filed by it and has timely paid all Taxes that are due or claimed to be due from it by federal, state, foreign or local taxing authorities, other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith or have not been finally determined and in each case have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Parent. All such Tax Returns required to be filed by them (all such returns being are accurate and completecomplete in all material respects. (b) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there There are no Liens material audits, examinations, assessments, litigation, proposed adjustments, matters in controversy or other disputes or outstanding requests for information related to Tax matters pending, or to the knowledge of Parent, asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Parent or any of the Continental its Subsidiaries for which deficiency Parent does not have reserves that are adequate under GAAP. Parent has not been paid made available to Target complete and accurate copies of all federal income Tax returns, examination reports, and statements of deficiencies assessed against or is not being contested in good faith in appropriate proceedings; agreed to by Parent or any of its Subsidiaries filed or received since January 1, 2014. (ivc) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Neither Parent nor any of the Continental 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 Continental Parent and its Subsidiaries, or that was entered into with customers, vendors, lessors or the Continental Subsidiarieslike in the ordinary course of business). (bd) Within the past five (5) years, neither Continental Parent nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (de) Neither Continental Parent nor any of the Continental its Subsidiaries has been a party to a transaction that, as any liability for Taxes of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder any person (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental other than Parent or any of its Subsidiaries) arising from the Continental Subsidiaries as employee compensationapplication of Section 1.1502-6 of the Treasury Regulations promulgated under the Code (the “Treasury Regulations”) or any analogous provision of state, whether under any contractlocal or foreign law, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger transferee or otherwisesuccessor. (f) No closing agreement pursuant to Section 4.10(f) 7121 of the Continental Disclosure Schedule sets forth Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to Parent or any of its Subsidiaries that would have effect after the Effective Time. Parent has made available to Target true, correct, and complete copies of any private letter ruling requests, technical advice memorandum received, voluntary compliance program statement or similar agreement, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. (g) All Taxes required to be withheld, collected or deposited by or with respect to Parent or any of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, except for failures to so withhold, collect or deposit that are immaterial, individually and in the aggregate. (h) Neither Parent nor any of its Subsidiaries has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax, which waiver or extension has not since expired. (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental Neither Parent nor any Continental Subsidiary of its Subsidiaries has undergone an ownership change (participated in any “listed transaction” within the meaning of Treasury Regulations Section 382(g)(1) of the Code) since April 27, 19931.6011-4(b)(2).

Taxes and Tax Returns. (a) Except as would notset forth at Section 3.10(a) of the Target Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental all material federal, state, local and the Continental Subsidiaries have timely filed, taking into account any extensions, all foreign Tax Returns required to be filed by them (or on behalf of Target or any of its Subsidiaries have been timely filed, or requests for extensions have been timely filed and any such extensions shall have been granted and not have expired, and all such returns being filed Tax Returns are complete and accurate and completein all material respects; (ii) and have paid all Taxes required shown on such filed Tax Returns and all other material Taxes due and payable by Target or any of its Subsidiaries have been paid in full, or Target has made adequate provision for such Taxes in accordance with GAAP; (iii) there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to be paid any material Taxes of Target or any of its Subsidiaries, and no claim has been made by them any Taxing Authority in a jurisdiction where Target or any of its Subsidiaries does not file Tax Returns that Target or any such Subsidiary is subject to Tax in that jurisdiction; (iv) neither Target nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect; (v) there are no liens for Taxes on any of the assets of Target or any of its Subsidiaries, other than liens for Taxes that are not yet due and payable or for Taxes that are being contested in good faith in appropriate proceedingsand for which adequate reserves have been established; (iivi) there are no Liens for Target and each of its Subsidiaries has withheld and paid all Taxes on required to have been withheld and paid in connection with amounts paid or owing to any assets employee, independent contractor, creditor, stockholder or other third party, and Target and each of Continental or its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Continental SubsidiariesCode and similar applicable state and local information reporting requirements; (iiivii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or Target 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 “Target Group”); (viii) neither Target nor any of the Continental its Subsidiaries which deficiency is or has not never been paid a member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, that includes any other entity that is not being contested in good faith in appropriate proceedings; (iv) Continental a member of the Target Group and the Continental neither Target nor any of its Subsidiaries have provided adequate reserves in their financial statements is liable for any Taxes that have of any Person (other than Target 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) Target is not been paid; and (v) neither Continental nor any of the Continental Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement sharing agreement; (x) Target has delivered to WAL copies of, and Section 3.10(a) of the Target Disclosure Schedule sets forth a complete and accurate list of, all material Tax Returns filed with respect to the taxable periods of Target ended on or arrangement after December 31, 2008, 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 Target and its Subsidiaries did not, as of the date of any financial statements of Target furnished to WAL 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 exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Target in filing its Tax Returns; (xii) neither Target 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) Target 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; (xiv) neither Target 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); (xv) neither Target nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing Date as a result of any (a) change in method of accounting either imposed by the Internal Revenue Service or voluntarily made by Target or any of its Subsidiaries on or prior to the Effective Time, (b) intercompany transaction (including any intercompany transaction subject to Sections 367 or 482 of the Code) or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign income Tax law) undertaken or created by Target or any of its Subsidiaries on or prior to the Effective Time, (c) installment sale or open transaction arising in a taxable period (or portion thereof) ending on or prior to the Effective Time, (d) a prepaid amount received or paid prior to the Effective Time, (e) deferred gains arising prior to the Effective Time, (f) deferred cancellation of indebtedness income realized prior to the Effective Time or (g) election made or transaction undertaken prior to the Effective Time (other than the transactions contemplated by this Agreement) which reduced any Tax attribute (including basis in assets); and (xvi) Target has provided WAL with complete and accurate information regarding all material Financial Accounting Standards Board Interpretation No. 48 matters with respect to Target and its Subsidiaries, including any work papers and supporting statements relevant to such an agreement or arrangement exclusively between or among Continental and the Continental Subsidiaries)matters. (b) Within the past five years, neither Continental Neither Target nor any of the Continental its Subsidiaries has been a “distributing corporation” taken or a “controlled corporation” in a distribution intended agreed to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware take any action, has failed to take any action, or knows of any fact fact, agreement, plan or other circumstance that would could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (dc) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date For purposes of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.:

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: GSBD and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of GSBD or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GSBD or any of the Continental its Consolidated Subsidiaries for which deficiency has GSBD does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GSBD nor any of the Continental its Consolidated 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 Continental GSBD and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental GSBD nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither GSBD nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GSBD or any of its Consolidated Subsidiaries. Neither GSBD nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If GSBD or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) GSBD made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. GSBD has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2013 and expects to continue to so qualify through the Effective Time. No challenge to GSBD’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of the GSBD ending before the Effective Time, GSBD has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) GSBD and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) GSBD is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any GSBD has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)Code. (eg) No disallowance GSBD is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either its assets currently held as a result of the Merger application of Section 337(d) of the Code or otherwisethe Treasury Regulations promulgated thereunder. (fh) Section 4.10(f) No claim has been made in writing by a taxing authority in a jurisdiction where GSBD or any of the Continental Disclosure Schedule sets forth its Consolidated Subsidiaries does not file Tax Returns that GSBD or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither the amount on December 31GSBD nor any of its Consolidated Subsidiaries has, 2009 or has ever had, a permanent establishment in any country other than the United States. (j) Neither GSBD nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither GSBD nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than GSBD and determined based on information available its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither GSBD nor any of the date its Consolidated Subsidiaries has ever been a member of this Agreement) of net operating lossesa consolidated, capital losses and alternative minimum tax credits and combined or unitary Tax group (other credits of the consolidated than such a group of which Continental is the common parent of which is GSBD or any of its Consolidated Subsidiaries). (m) There are no material Liens for Federal income Tax purposes, Taxes (iiother than Taxes not yet due and payable) dates of expiration of such items and (iii) upon any limitations on such items. As of the date assets of this Agreement, neither Continental nor GSBD or any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of GBC and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. The federal income Tax returns of GBC and its Subsidiaries have never been examined by the Internal Revenue Service (ii) there the “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GBC or any of the Continental its Subsidiaries for which deficiency has GBC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GBC nor any of the Continental its Subsidiaries is a party to or is bound by any extension, waiver of statute of limitations, consent, Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental GBC and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental GBC nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither GBC nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental is not aware of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any fact accounting method has been submitted by GBC or circumstance that would reasonably be expected to prevent the Merger from qualifying as any of its Subsidiaries. Neither GBC nor any of its Subsidiaries has participated in a “reorganizationreportable transaction” within the meaning of Treasury Regulation Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law1.6011-4(b)(1). (eb) No disallowance of a deduction under Section 162(m) As used in this Agreement, the term “Tax” or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth “Taxes” means (i) the amount on December 31all federal, 2009 (state, local, and determined based on information available as of the date of this Agreement) of net operating lossesforeign income, capital losses and alternative minimum tax credits excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value added and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposestaxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) dates any liability for Taxes described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of expiration of such items and (iii) any limitations on such items. As of the date of this Agreementstate, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993local or foreign law).

Taxes and Tax Returns. (a) For purposes of this Section 3.9, i3 shall include i3, each i3 Subsidiary and each other affiliated or related corporation or entity if i3 or any i3 Subsidiary has or could have any material liability for the Taxes of such corporation or entity. Except as would notset forth on Section 3.9 of the i3 Disclosure Schedule, individually or in the aggregatesince December 31, reasonably be expected to have a Material Adverse Effect on Continental: 1996, i3 has (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, filed all material Tax Returns required to be filed by them it (all such returns being accurate correct and completecomplete in all material respects) and have duly and timely paid all material Taxes required which have become due and payable by it, and there are no agreements, waivers or other arrangements providing for an extension of time with respect to be paid by them other than Taxes that are not yet due the filing of any material Tax Return or that are being contested in good faith in appropriate proceedingsthe payment of any material Tax; (ii) there are received no Liens for Taxes on written notice of, nor does i3 have any assets knowledge of, any notice of Continental deficiency or the Continental Subsidiariesassessment or proposed deficiency or assessment from any Governmental Entity; (iii) no deficiency for knowledge of any Tax has been asserted audits pending and there are no outstanding agreements or assessed waivers by a Tax authority against Continental i3 that extend the statutory period of limitations applicable to any federal, state, local, or any of the Continental Subsidiaries which deficiency has not been paid foreign tax returns or is not being contested in good faith in appropriate proceedingsTaxes; and (iv) Continental not entered into any discussions with any federal, state, local, or foreign authority with respect to any Tax asserted by such authority. Except as set forth on Section 3.9 of the i3 Disclosure Schedule, the Tax Returns of i3 have never been audited by federal, state, local, or foreign authorities. There are no Liens on any property of i3 that arose in connection with any failure (or alleged failure) to pay any material Tax when due. i3 has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-residents, the Continental Subsidiaries have provided adequate reserves amount of Taxes and other deductions required to be withheld therefrom and has paid the same (or set aside for timely payment) to the proper federal, state, local, or foreign authority within the time required under applicable Laws. The provision for Taxes of i3, if any, shown in their the most recent financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental Subsidiaries is a party referred 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.in

Taxes and Tax Returns. (a) Except All United States federal Tax Returns and all other material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries for all Taxable Periods (or portions thereof) ending on or before the Closing Date have been duly and timely filed (taking into account any extension of time within which to file). All such Tax Returns (i) were prepared in the manner required by applicable law and (ii) are true, correct, and complete in all material respects; (b) True and complete copies of all federal, state, local and foreign Tax Returns of or including the Company or any of its Subsidiaries have been provided to Parent prior to the date hereof. Since the date of the Company's last financial statements, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes that would result in a material decrease in the net worth of the Company or any such Subsidiary; (c) All material Taxes for which the Company or any of its Subsidiaries is or may be liable in respect of Taxable Periods (or portions thereof) ending on or before the Closing Date, whether or not shown (or required to be shown) on a Tax Return have been or will be timely paid, or in the case of material Taxes not yet due and payable, sufficient reserve for the payment of all such material Taxes (without regard to deferred tax assets and deferred tax liabilities) is provided on the consolidated financial statements of the Company and its Subsidiaries included in the Company Filed SEC Documents (the "Tax Reserve"); (d) No material deficiencies for Taxes have been claimed, proposed or assessed against the Company or any of its Subsidiaries in writing by any taxing or other Governmental Entity, and none of the Company or any of its Subsidiaries has received any notice, or otherwise has any Knowledge, of any potential material claim, proposal or assessment against the Company or any of its Subsidiaries for any such deficiency for Taxes. There are no pending or, to the Knowledge of the Company, threatened audits, investigations or claims for or relating to any material liability of the Company or any of its Subsidiaries in respect of Taxes, and there are no matters under discussion between the Company or any of its Subsidiaries on the one hand and any governmental authority on the other hand with respect to material Taxes. None of the Tax Returns of the Company or any of its Subsidiaries has been or, to the Knowledge of the Company, is currently being examined by the IRS or relevant state, local or foreign Taxing authorities. None of the Company or any of its Subsidiaries has entered into a closing agreement pursuant to Section 7121 of the Code; (e) Without duplication of Section 4.15(c), each of the Company and each of its Subsidiaries has duly and timely withheld, collected, paid and reported to the proper governmental authority all material Taxes required to have been withheld, collected, paid or reported; (f) To the Knowledge of the Company, no claim has ever been made by any Taxing authority with respect to the Company or any of its Subsidiaries in a jurisdiction where the Company or such Subsidiary does not file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction; (g) There are no liens or other security interests upon any property or assets of the Company or any of its Subsidiaries for Taxes, except for liens for real and personal property Taxes not yet due and payable; (h) Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney that is currently in force has been granted by the Company or any of its Subsidiaries with respect to any matters relating to Taxes; (i) 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 or local Tax purposes, other than the group of which the Company is the common parent or (ii) any liability for the Taxes of another Person (other than the Company or any of its Subsidiaries) under Treas. Reg. Section 1. 1502-6 (or any similar provision of state, local or foreign law), as would nota transferee or successor, by contract or otherwise; (j) There is no contract, plan or arrangement (written or otherwise) covering any current or former employee or independent contractor of the Company or any of its Subsidiaries that, individually or in the aggregate, reasonably could give rise to the payment of any amount that will not be expected to have a Material Adverse Effect on Continental: (i) Continental and deductible by the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of its Subsidiaries under Section 280G of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; Code; (ivk) Continental and Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of its Subsidiaries has agreed or is required to include in income any material adjustment under either Section 481(a) or Section 482 of the Continental Code (or an analogous provision of state, local, or foreign law) by reason of a change in accounting method or otherwise; (l) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharingcontract, allocation or indemnification agreement agreement, plan or arrangement (other than such an agreement relating to allocating or arrangement exclusively between sharing the payment of, indemnity for, or among Continental and the Continental Subsidiaries).liability for, Taxes with respect to any Taxable Period; (bm) Within Neither the past five years, neither Continental Company nor any of the Continental its Subsidiaries has been constituted either a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify of stock qualifying for tax-free treatment under Section 355 of the Code. Code (cx) Continental is not aware of any fact or circumstance that would reasonably be expected in the two years prior to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes Agreement or (y) in a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance distribution which could otherwise constitute part of a deduction under Section 162(m) "plan" or Section 280G "series of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change related transactions" (within the meaning of Section 382(g)(1355(e) of the Code) since April 27in conjunction with the Merger; (n) Neither the Company nor any of its Subsidiaries has any deferred income reportable for a period ending after the Closing Date but that is attributable to a transaction (e.g., 1993an installment sale) occurring in, or resulting from a change of accounting method for, a period ending on or prior to the Closing Date; (o) None of the indebtedness of the Company or any of its Subsidiaries constitutes (i) "corporate acquisition indebtedness" (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code or (ii) an "applicable high yield discount obligation" under Section 163(i) of the Code; (p) The Company is not, and has not been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (q) Neither the Company nor any of its Subsidiaries has engaged in any "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: The Acquiror and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes shown thereon as arising, or required to be shown thereon, and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of the Acquiror or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or assessments upon the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Acquiror or any of its Consolidated Subsidiaries for which the Continental Subsidiaries which deficiency has Acquiror does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and have reserves that are adequate under GAAP. Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Acquiror nor any of the Continental its Consolidated 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 Continental the Acquiror and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental the Acquiror nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither the Acquiror nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by the Acquiror or any of its Consolidated Subsidiaries. Neither the Acquiror nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If the Acquiror or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) The Acquiror made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. The Acquiror has qualified as a RIC at all times since the beginning of its first taxable year ended December 31, 2004 and expects to continue to so qualify through the Second Effective Time. No challenge to the Acquiror’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of the Acquiror ending on or before the Second Effective Time, the Acquiror has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger and is wholly owned directly by the Acquiror. Prior to the Effective Time, Xxxxxx Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) The Acquiror and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) The Acquiror is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any The Acquiror has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party Code. (g) The Acquiror Previously Disclosed each asset the disposition of which would be subject to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than as Previously Disclosed, 1993the Acquiror is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where the Acquiror or any of its Consolidated Subsidiaries does not file Tax Returns that the Acquiror or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither the Acquiror nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither the Acquiror nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither the Acquiror nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than the Acquiror and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither the Acquiror nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is the Acquiror or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Acquiror or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect SEC Reports or on Continentalthe Disclosure Schedule: (i) Continental all material tax returns, declarations, reports, estimates, information returns and statements required to be filed with respect to Taxes (as defined herein) under Federal, state, local or foreign laws ("Returns") by or with respect to the Continental Subsidiaries Company or any subsidiary of the Company have been timely filed, filed (taking into account any extensionsextensions of time for filing such Returns); (ii) at the time filed, such Returns were true, correct and complete in all Tax material respects; (iii) the Company and each subsidiary of the Company has timely paid or made provision in accordance with generally accepted accounting principles (or there has been paid or provision has been made on its behalf) for all material Taxes for all periods or portions thereof through the date hereof; (iv) there are no material liens for Taxes upon the assets of the Company or any subsidiary of the Company which are not provided for in the most recent financial statements included in the SEC Reports, except liens for Taxes not yet due; (v) there are no material outstanding deficiencies for any Taxes proposed, asserted or assessed against the Company or any subsidiary of the Company which are not provided for in the most recent financial statements included in the SEC Reports; (vi) there are no material Federal, state, local or foreign audits or other administrative proceedings or judicial proceedings presently pending with regard to any Taxes or Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required or with respect to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedingsits subsidiaries; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (ivii) the amount Company has filed a consolidated Return for Federal income tax purposes on December 31, 2009 (behalf of itself and determined based on information available all of its domestic subsidiaries as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates corporation of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change "affiliated group" (within the meaning of Section 382(g)(11504(a) of the Code) since April 27, 1993.of which such subsidiaries are "includible corporations" in such affiliated group within the meaning of Section 1504(b) of the Code; (viii) the Internal Revenue Service has completed examinations of the Federal income tax returns filed by or with respect to the Company (or the statute of limitations for the assessment of Federal income taxes for such period

Taxes and Tax Returns. (a) Except as would notset forth on Section 4.5 of the Buyer Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: each of Buyer and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against. Buyer and its Subsidiaries are not subject to any ongoing or unresolved examination or audit by the IRS. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Buyer or any of the Continental its Subsidiaries for which deficiency has Buyer does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Buyer nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Buyer, Piedmont Community Bank Holdings, Inc. and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Buyer nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Buyer nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Buyer or any of its Subsidiaries. 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). Neither Buyer nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would notnot reasonably be expected to, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalSouth State: each of South State and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by them (it, and all such returns being accurate Tax Returns are true, correct and complete; neither South State nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return (other than extensions to file Tax Returns obtained in the ordinary course); all Taxes of South State and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and have timely paid; each of South State and its Subsidiaries has withheld and paid all Taxes required to be have been withheld and paid by them in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party; neither South State nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Tax that remains in effect (other than Taxes that are not yet due extension or that are being contested waiver granted in good faith the ordinary course of business); neither South State nor any of its Subsidiaries has received written notice of assessment or proposed assessment in appropriate proceedings; (ii) connection with any amount of Taxes, and there are no Liens for Taxes on threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of South State and its Subsidiaries or the assets of Continental or the Continental South State and its Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental South State nor any of its Subsidiaries has entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the Continental last three (3) years; neither South State 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 (x) exclusively between or among Continental South State and its Subsidiaries or (y) not primarily related to Taxes and entered into in the Continental ordinary course of business consistent with past practice); neither South State nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was South State), or (B) has any liability for the Taxes of any person (other than South State or any of its Subsidiaries)) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) or otherwise as a transferee or successor. (b) Within the past five years, neither Continental Neither South State nor any of the Continental its Subsidiaries has been 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 intended of stock intending to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware . Neither South State nor any of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as its Subsidiaries has participated in a “reorganizationlisted transaction” within the meaning of Treasury Regulation Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law1.6011-4(b)(2). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would notset forth at Section 3.11(a) of the First Xxxxxxx Disclosure Schedules, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them or on behalf of First Xxxxxxx or any other member of the First Xxxxxxx Group have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired; (ii) all Taxes required to be shown on such returns being accurate Tax Returns have been paid in full, or First Xxxxxxx has made adequate provision for such Taxes in accordance with GAAP; (iii) there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of First Xxxxxxx or any of the First Xxxxxxx Subsidiaries, and completeno claim has been made by any Taxing Authority in a jurisdiction where First Xxxxxxx or any of the First Xxxxxxx Subsidiaries does not file Tax Returns that First Xxxxxxx or any such Subsidiary is subject to Tax in that jurisdiction; (iv) there are no liens for Taxes on any of the assets of First Xxxxxxx or any of the First Xxxxxxx Subsidiaries, other than liens for Taxes not yet due and have payable; (v) First Xxxxxxx and each of the First Xxxxxxx Subsidiaries has withheld and paid all Taxes required to be have been withheld and paid by them in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedingsthird party, and First Xxxxxxx and each of the First Xxxxxxx 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; (iivi) there are no Liens for Taxes First Xxxxxxx has made available to Tower copies of Tax Returns filed with respect to the taxable periods of First Xxxxxxx ended on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paidafter December 31, 2002; and (vvii) neither Continental First Xxxxxxx nor any of the Continental First Xxxxxxx Subsidiaries is has entered into or otherwise participated in a party to “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b)(2) or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and “reportable transaction” within the Continental Subsidiariesmeaning of Treas. Reg. § 1.6011-4(b). (b) Within First Xxxxxxx is the past five years“common parent,” and all of the First Xxxxxxx 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 “First Xxxxxxx Group”). Except as set forth on Section 3.11(b) of the First Xxxxxxx Disclosure Schedules, neither Continental First Xxxxxxx nor any of the Continental First Xxxxxxx Subsidiaries is or has never been a “distributing corporation” member of an affiliated group, or an affiliated, combined, consolidated, unitary or similar group for state or local Tax purposes, that includes any other entity that is not a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 member of the CodeFirst Xxxxxxx Group and neither First Xxxxxxx nor any of the First Xxxxxxx Subsidiaries is liable for any Taxes of any Person (other than First Xxxxxxx 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. (c) Continental Except as set forth on Section 3.11(c) of the First Xxxxxxx Disclosure Schedules, neither First Xxxxxxx nor any of the First Xxxxxxx Subsidiaries is not aware of a party to any fact agreement, contract, arrangement or circumstance plan that would reasonably be expected to prevent result, separately or in the Merger from qualifying as a aggregate, in the payment (whether or not in connection with the transactions contemplated hereby) of (i) any “reorganizationexcess parachute payment” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 280G of the Code and applicable U.S. Treasury Regulations thereunder (or a similar any corresponding provision of state state, local or foreign Tax law). ) or (eii) No disallowance of a deduction any amount that will not be fully deductible under Section 162(m) or Section 280G of the CodeCode (or any corresponding provision of state, local or imposition foreign Tax law). Set forth on Section 3.11(c) of the First Xxxxxxx Disclosure Schedules is, for each employee entitled to benefits as a result of a change in control of First Xxxxxxx or any First Xxxxxxx Subsidiary (other than severance costs pursuant to Section 6.6(d)) of the type that would be included in the calculation of an excise tax under Section 4999 “excess parachute payment,” a good faith calculation of the Codesuch employee’s change in control payments and benefits and whether an “excess parachute payment” will occur, for including any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either gross-up provisions as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning applicability of Section 382(g)(1) of the Code) since April 27, 1993.280G.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: GBDC and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of GBDC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon GBDC or any of the Continental its Consolidated Subsidiaries for which deficiency has GBDC does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither GBDC nor any of the Continental its Consolidated 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 Continental GBDC and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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 Mergers are also a part), neither Continental GBDC nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither GBDC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by GBDC or any of its Consolidated Subsidiaries. Neither GBDC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If GBDC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) GBDC made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a RIC. GBDC has qualified as a RIC at all times since the beginning of its taxable year ending September 30, 2010 and expects to continue to so qualify through the Effective Time. No challenge to GBDC’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of the GBDC ending before the Effective Time, GBDC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) Continental Merger Sub is a newly formed entity created for the purpose of undertaking the Merger. Prior to the Effective Time, Xxxxxx Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by this Agreement. (d) GBDC and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) GBDC is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any GBDC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (g) Section 4.11(g) of the date GBDC Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 4.11(g) of the GBDC Disclosure Schedule, 1993GBDC is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (h) No claim has been made in writing by a taxing authority in a jurisdiction where GBDC or any of its Consolidated Subsidiaries does not file Tax Returns that GBDC or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (i) Neither the GBDC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither GBDC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither GBDC nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than GBDC and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (l) Neither GBDC nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is GBDC or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of GBDC or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of First Charter and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (except as set forth on Section 3.10(a) of the First Charter Disclosure Schedule, all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. Except as set forth on Section 3.10(a) of the First Charter Disclosure Schedule, First Charter and its Subsidiaries are not subject to examination or audit by the Internal Revenue Service (ii) there “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon First Charter or any of the Continental its Subsidiaries for which deficiency has First Charter does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither First Charter nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental First Charter and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental First Charter nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither First Charter nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental is not aware of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any fact accounting method has been submitted by First Charter or circumstance that would reasonably be expected to prevent the Merger from qualifying as any of its Subsidiaries. Neither First Charter nor any of its Subsidiaries has participated in a “reorganizationreportable transaction” within the meaning of Treasury Regulation Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law1.6011-4(b)(1). (eb) No disallowance of a deduction under Section 162(m) As used in this Agreement, the term “Tax” or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth “Taxes” means (i) the amount on December 31all federal, 2009 (state, local and determined based on information available as of the date of this Agreement) of net operating lossesforeign income, capital losses and alternative minimum tax credits excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposestaxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) dates any liability for Taxes described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of expiration of such items and (iii) any limitations on such items. As of the date of this Agreementstate, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993local or foreign law).

Taxes and Tax Returns. (a) Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Company and its Consolidated Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith faith, have not been finally determined and have been adequately reserved against under GAAP. For taxable years ending on or after December 31, 2003, no Tax Return of the Company or its Consolidated Subsidiaries has been examined by the IRS or other relevant taxing authority except where such examination has not, and would not reasonably be expected to, give rise to liabilities in appropriate proceedings; (iiexcess of $25,000 or as set forth on Section 3.13(a) there of the Company Disclosure Schedule and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no Liens material disputes pending, or written claims asserted, for Taxes on any assets of Continental or assessments upon the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental Company or any of its Consolidated Subsidiaries for which the Continental Subsidiaries which deficiency has Company does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and have reserves that are adequate under GAAP. Neither the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Company nor any of the Continental its Consolidated 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 Continental the Company and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental the Company nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. Neither the Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by the Company or any of its Consolidated Subsidiaries. Neither the Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If the Company or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) The Company made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). The Company has qualified as a RIC at all times since December 31, 2002 and expects to continue to so qualify through the Effective Time. No challenge to the Company’s status as a RIC is pending or has been threatened orally or in writing. The Company is not required to pay a Tax Dividend for (i) the taxable year ending December 31, 2009 or (ii) to the knowledge of the Company, for the period beginning January 1, 2010 and ending on the date the Transactions are consummated, with such payments determined without regard to Section 108(i) of the Code. (c) Continental Company REIT made a valid election under Part II of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “real estate investment trust” (a “REIT”). Company REIT has qualified as a REIT at all times since its formation. No challenge to Company REIT’s status as a REIT is pending or has been threatened in writing. (d) The Company and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442 and 3402 of the Code or any comparable provision of any state, local or foreign Laws) and have, within the time and in the manner prescribed by applicable Law, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (e) The Company is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers together from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (df) Neither Continental nor any The Company has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries Code. (g) Each Consolidated Subsidiary of the Company that is a partnership, joint venture, or limited liability company has been since its formation treated for U.S. federal income Tax purposes as a party to a transaction thatpartnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as a corporation. (h) Section 3.13(h) of the date Company Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in Internal Revenue Service Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code1.337(d)-5, for any amount paid Treasury Regulation Section 1.337(d)-6 or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Treasury Regulation Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. (i) No claim has been made in writing by a taxing authority in a jurisdiction where the Company or any of its Consolidated Subsidiaries does not file Tax Returns that the Company or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction. (j) Neither the Company nor any other Person on behalf of the Company or any of its Consolidated Subsidiaries has requested any extension of time within which to file any material Tax Return, 1993which material Tax Return has not yet been filed. (k) Neither the Company nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (l) Neither the Company nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than the Company and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (m) There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, The Company has duly filed all Tax Returns required to be filed by them it on or prior to the date hereof (all such returns being accurate and complete) complete in all material respects), except for such failures to file, taken together, as would not likely have a Material Adverse Effect on Company, and has duly paid or made provision on the financial statements for the periods ended April 30, 2005, July 31, 2005 and October 31, 2005 included in the Company SEC Reports as referred to in Section 3.5 hereof in accordance with GAAP for the payment of all material Taxes which have paid all Taxes required been incurred or are due or claimed to be paid due from it by them Taxing Authorities on or prior to the date hereof other than Taxes (a) that (x) are not yet due delinquent or that (y) are being contested in good faith and set forth in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any Section 3.9 of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; Company Disclosure Schedule, (ivb) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; finally determined, and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is the failure to pay, taken together, would not aware of any fact likely have a Material Adverse Effect on the Company. The Internal Revenue Service (“IRS”) has not notified the Company of, or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) Knowledge of the Code. (d) Neither Continental nor Company otherwise asserted, that there are any material deficiencies with respect to the federal income Tax Returns of the Continental Subsidiaries Company. There are no material disputes pending, or to the Knowledge of the Company claims asserted for, Taxes or assessments upon the Company. In addition, Tax Returns which are accurate and complete in all material respects have been filed by the Company for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes 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 a party included by the Company in the financial statements for the periods ended April 30, 2005, July 31, 2005 and October 31, 2005 and as referred to a transaction thatin Sections 3.5 and 6.6 hereto. The unpaid Taxes of the Company (i) did not, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually financial statement referred to in its annual reports filed on Form 10-K or in Section 6.6 hereto, exceed the aggregate, reasonably be expected reserve for Tax liability (rather than any reserve for deferred Taxes established to have a Material Adverse Effect reflect timing differences between book and Tax income) set forth on Continental, either as a result the face of such financial statements (other than the Merger or otherwise. notes thereto) and (fii) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available will not as of the date Closing Date exceed such reserve as adjusted for the passage of this Agreement) of net operating losses, capital losses time though the Closing Date in accordance with past custom and alternative minimum tax credits and other credits practice of the consolidated group Company in filing its Tax Returns. The Company has not been asked to consent to, and has not consented to, any currently effective waiver or extension of which Continental is the common parent for Federal income Tax purposes, (ii) dates any statute of expiration of such items and (iii) limitations with respect to any limitations on such itemsTax. As of the date of this Agreement, neither Continental nor any Continental Subsidiary The Company has undergone not made an ownership change (within the meaning of election under Section 382(g)(1341(f) of the Code. The Company has provided or made available to Parent complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for the Company’s fiscal years 2004 and 2005. For this purpose, “correspondence and documents” include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, 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 the Company. The Company is not a “foreign person” as that term is used in § 1.1445-2 of the Treasury Regulations promulgated under the IRC. The Company is not a “United States real property holding corporation” within meaning of § 897 of the IRC and was not a “United States real property holding corporation” on any “determination date” (as defined in § 1.897-2(c) since April 27, 1993of such Regulations) that occurred during any relevant period. (b) For purposes of this Agreement:

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Each of Seller and its Subsidiaries has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against. Seller and its Subsidiaries are not subject to any ongoing or unresolved examination or audit by the Internal Revenue Service (ii) there “IRS”). There are no Liens material disputes pending, or claims asserted, for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental assessments upon Seller or any of the Continental its Subsidiaries for which deficiency has Seller does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither Seller nor any of the Continental its Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental Seller and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Seller nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c. Neither Seller nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) Continental of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Seller or any of its Subsidiaries. Neither Seller nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Neither Seller nor any of its Subsidiaries has taken or agreed to take any action or is not aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means (i) all federal, state, local and foreign income, bank, estimated, excise, gross receipts, gross income, ad valorem, profits, gains, property, escheat, unclaimed property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would notEach of Bank of America and its Subsidiaries has duly filed all federal, individually or in the aggregatestate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental foreign and the Continental Subsidiaries have timely filed, taking into account any extensions, all local information returns and Tax Returns returns required to be filed by them it on or prior to the date of this Agreement (all such returns being accurate and completecomplete in all material respects) and have has duly paid or made provision for the payment of all Taxes required that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against, or (ii) there information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Bank of America. The federal income Tax returns of Bank of America and its Subsidiaries have been examined by the IRS for all years to and including 1999 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no Liens material disputes pending, or claims asserted, for Taxes on any assets or assessments upon Bank of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental America or any of the Continental its Subsidiaries for which deficiency has Bank of America does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental reserves. Neither Bank of America nor any of the Continental 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 Continental Bank of America and the Continental its Subsidiaries). (b) . Within the past five years, neither Continental Bank of America nor any of the Continental its Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a355(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) . No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition Code for employee remuneration of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental Bank of America or any of the Continental its Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, arrangement or understanding or otherwise, wouldwould be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result Bank of the Merger or otherwiseAmerica. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Such Company and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them it on or prior to the date of this Agreement (all such returns Tax Returns being accurate and complete) and have complete in all material respects), has paid all material Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental such Company or any of its Consolidated Subsidiary has been examined by the Continental Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon such Company or any of its Consolidated Subsidiaries for which deficiency has such Company does not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided reserves that are adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental under GAAP. Neither such Company nor any of the Continental its Consolidated 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 Continental such Company and the Continental its Consolidated Subsidiaries). (b) . Within the past five yearsyears (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), neither Continental such Company nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither such Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by such Company or any of its Consolidated Subsidiaries. Neither such Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). Within the past seven years, if such Company or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (b) Such Company made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). such Company has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2016 and expects to continue to so qualify through the Effective Time. No challenge to such Company’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of such Company ending on or before the Effective Time, such Company has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code (assuming for these purposes that any Tax Dividend declared by such Company after the date of this Agreement has been timely paid). (c) Continental Such Company and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (d) Such Company is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (de) Neither Continental nor any Such Company has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)Code. (ef) No disallowance Such Company is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either its assets currently held as a result of the Merger application of Section 337(d) of the Code or otherwisethe Treasury Regulations promulgated thereunder. (fg) Section 4.10(fNo claim has been made in writing by a taxing authority in a jurisdiction where such Company or any of its Consolidated Subsidiaries does not file Tax Returns that such Company or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (h) Neither such Company nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the Continental Disclosure Schedule sets forth United States. (i) Neither such Company nor any of its Consolidated Subsidiaries has requested a private letter ruling from the amount on December 31IRS or comparable rulings from other taxing authorities. (j) Neither such Company nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than such Company and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, 2009 local or foreign Law), as a transferee, successor or payable pursuant to a contractual obligation. (and determined based on information available as k) Neither such Company nor any of the date its Consolidated Subsidiaries has ever been a member of this Agreement) of net operating lossesa consolidated, capital losses and alternative minimum tax credits and combined or unitary Tax group (other credits of the consolidated than such a group of which Continental is the common parent of which is such Company or any of its Consolidated Subsidiaries). (l) There are no material Liens for Federal income Tax purposes, Taxes (iiother than Taxes not yet due and payable) dates upon any of expiration the assets of such items and (iii) Company or any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Valley and the Continental its Subsidiaries have timely filed, taking into account any extensions, duly filed (and until the Effective Time will so file) all Tax Returns required to be filed by them in respect of any Taxes and have duly paid (and until the Effective Time will so pay) all such returns being accurate Taxes due and complete) and have paid all Taxes required to be paid by them payable, other than Taxes that are not yet due or that other charges which are being contested in good faith faith. Valley and its 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 appropriate proceedings; (ii) there are no Liens respect of Valley and its Subsidiaries through such date, which reserves are, to Valley’s knowledge, adequate for Taxes on any assets of Continental such purposes. No deficiencies exist or the Continental Subsidiaries; (iii) no deficiency for any Tax has have been asserted based upon any Returns of Valley or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental its Subsidiaries). (b) Within Except as set forth in the past five yearsValley Disclosure Schedule, neither Continental Valley, nor any of the Continental Subsidiaries its Subsidiaries: (i) has been a “distributing corporation” taken or a “controlled corporation” in a distribution intended agreed to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware take any action, has failed to take any action, or knows of any fact fact, agreement, plan or circumstance other circumstances that would reasonably be expected to could prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (ii) have 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); and/or (iii) has received any claim by a Governmental Entity in a jurisdiction where it does not file Returns that it is or may be subject to taxation by that jurisdiction. (dc) Neither Continental nor any Except as set forth in the Valley Disclosure Schedule, (i) Valley and its Subsidiaries have complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has, within the Continental 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 and its Subsidiaries has been a party have maintained such records in respect to a transaction thateach transaction, event and item (including as of required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder failure to comply or maintain records under (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(mi) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or (ii) will not result in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwiseValley. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Seller has duly and timely filed (iincluding all applicable extensions) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them it on or before the date of this Agreement (all such returns being accurate and complete) and have complete in all material respects), has paid all Taxes required shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that faith, have not been paid; finally determined and have been adequately reserved against. Seller is not subject to examination or audit by the Internal Revenue Service (v) neither Continental nor any of the Continental Subsidiaries “IRS”). There are no material disputes pending, or claims asserted, for Taxes or assessments upon Seller for which Seller does not have reserves that are adequate under GAAP. Seller is not a party to or nor is it bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) arrangement. Within the past five years, neither Continental nor any of the Continental Subsidiaries Seller has not been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 355(a) of the Code. (c) Continental . Seller is not required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Seller. Seller has not participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). Seller has not taken or agreed to take any action or is aware of any fact or circumstance that would prevent, or would be reasonably be expected likely to prevent prevent, the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code. (db) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of As used in this Agreement, constitutes a the term “listed transactionTax” or “Taxes” means (i) all federal, state, local and foreign income, bank, estimated, excise, gross receipts, gross income, ad valorem, profits, gains, property, escheat, unclaimed property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup-withholding, value-added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for purposes of Taxes described in clause (i) above under Treasury Regulation Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder 1.1502-6 (or a any similar provision of state state, local or foreign law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as has not had, or would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Valley or VNB, Valley, VNB and the Continental each of their Subsidiaries have timely filed, taking into account any extensions, filed (and until the Effective Time will so file) all Tax 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 returns being accurate Taxes shown as due and complete) and have paid all Taxes required to be paid by them payable on such Returns, other than Taxes that are not yet due or that other charges which are being contested in good faith (and disclosed to Westchester in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiarieswriting). (b) Within the past five yearsNo deficiencies have been asserted against Valley, neither Continental nor VNB or any of their Subsidiaries as a result of an examination by the Continental Subsidiaries has been a “distributing corporation” IRS or a “controlled corporation” state or local tax authority that have not been resolved and paid in a distribution intended to qualify for tax-free treatment under Section 355 of the Codefull. (c) Continental is There are no Liens for any material amount of Taxes (other than a Lien for Taxes not aware of yet due and payable) on any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeassets of Valley, VNB, and each of their Subsidiaries. (d) Neither Continental nor any (i) Valley, VNB and each of the Continental their Subsidiaries has been a party complied with all applicable laws, rules and regulations relating to a transaction thatthe 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 of required to support otherwise allowable deductions and losses) as are required under applicable Tax law, except where the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder failure to comply or maintain records under (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(mi) or Section 280G of the Code(ii) has not had, or imposition of an excise tax under Section 4999 of the Codewould not reasonably be expected to have, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwiseValley. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: OTF II and each of its Consolidated Subsidiaries has duly and timely filed (i) Continental and the Continental Subsidiaries have timely filed, taking into account any all applicable extensions, ) all material Tax Returns required to be filed by them (it on or prior to the date of this Agreement, and all such returns being accurate Tax Returns are true, complete and complete) correct in all material respects. OTF II and have each of its Consolidated Subsidiaries has paid all material Taxes required shown thereon as due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be paid due from it by them U.S. federal, state, non-U.S. or local taxing authorities other than Taxes that are not yet due delinquent or that are being contested in good faith in appropriate proceedings; faith, have not been finally determined and have been adequately reserved against under GAAP. (iib) there No material Tax Return of OTF II or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no Liens for Taxes on material disputes pending, or written claims asserted, with respect to any assets material Tax Return of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental OTF II or any of the Continental its Consolidated Subsidiaries or for material Taxes or assessments upon OTF II or any of its Consolidated Subsidiaries for which deficiency has OTF II does not been paid or is not being contested in good faith in appropriate proceedings; have reserves that are adequate under GAAP. (ivc) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Neither OTF II nor any of the Continental its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than any such an agreement or arrangement exclusively between or among Continental and entered into in the Continental Subsidiariesordinary course of business the principal purpose of which is not Taxes). (bd) Within the past five yearsyears (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 Mergers are also a part), neither Continental OTF II nor any of the Continental its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. (ce) Continental Neither OTF II nor any of its Consolidated Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) or any other change in method of accounting occurring prior to the Closing, (ii) closing agreement described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing, (iii) installment sale or open transaction disposition occurring prior to the Closing, (iv) use of an improper method of accounting prior to the Closing, (v) prepaid amount received, or deferred revenue accrued, prior to the Closing, or (vi) “gain recognition agreement” as described in U.S. Treasury Regulation Section 1.367(a)-8 (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing. (f) Neither OTF II nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). If OTF II or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations. (g) There are no outstanding applications, written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against OTF II or any of its Consolidated Subsidiaries. (h) XXX XX made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). XXX XX has qualified as a RIC at all times since the beginning of its taxable year ending December 31, 2021 and expects to continue to so qualify through the Effective Time. No challenge to OTF II’s status as a RIC is pending or has been threatened orally or in writing. For each taxable year of OTF II ending on or before the Effective Time, OTF II has satisfied, or expects to satisfy in the case of a taxable year ending after the date of this Agreement, the distribution requirements imposed on a regulated investment company under Section 852 of the Code (assuming for these purposes that any Tax Dividend declared by OTF II after the date of this Agreement has been timely paid). (i) Prior to the Effective Time, OTF II shall have declared and paid a Tax Dividend with respect to all taxable years ended prior to the Effective Time. Prior to the Second Effective Time, OTF II shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (j) OTF II and its Consolidated Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes, including information reporting requirements, and have, within the time and in the manner prescribed by applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under applicable Laws. (k) OTF II is not aware of any fact or circumstance that would could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (dl) Neither Continental nor any OTF II has no “earnings and profits” described in Section 852(a)(2)(B) of the Continental Subsidiaries has been a party to a transaction that, as Code. (m) Section 3.11(m) of the date OTF II Disclosure Schedule lists each asset the disposition of this Agreement, constitutes a “listed transaction” for purposes of which would be subject to rules similar to Section 6011 1374 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Codeas prescribed in IRS Notice 88-19, 1988-1 C.B. 486, or imposition of an excise tax under Treasury Regulation Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) 1.337(d)-7 and the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of “net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change unrealized built-in gain” (within the meaning of Section 382(g)(11374(d) of the Code) since April 27on each such asset. Other than such assets listed in Section 3.11(m) of the OTF II Disclosure Schedule, 1993OTF II is not now and will not be subject to corporate-level income taxation on the sale, transfer or other disposition of its assets currently held as a result of the application of Section 337(d) of the Code or the Treasury Regulations promulgated thereunder. (n) No claim has been made in writing by a taxing authority in a jurisdiction where OTF II or any of its Consolidated Subsidiaries does not file Tax Returns that OTF II or any such Consolidated Subsidiary is or may be subject to taxation by that jurisdiction, and which, if upheld, would reasonably result in a material Tax liability. (o) Neither OTF II nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (p) Neither OTF II nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (q) Neither OTF II nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than OTF II and its Consolidated Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee, successor or payable pursuant to a contractual obligation. (r) Neither OTF II nor any of its Consolidated Subsidiaries has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is OTF II or any of its Consolidated Subsidiaries). (s) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of OTF II or any of its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Except as would notdescribed in SCHEDULE 4.10(a) hereto, individually the Division (or Seller, on behalf of or with respect to the Division) has timely filed all Tax Returns that it was required to file with respect to the Division and all of such Tax Returns were correct and complete in all material respects. All Taxes which are due and payable by the Division (or Seller, on behalf of or with respect to the Division) have been paid in full, and the Division (or Seller, on behalf of or with respect to the Division) is not delinquent in the aggregatepayment of any Tax and has no tax deficiency or claim outstanding, reasonably be expected proposed or assessed against it. There is no dispute or claim concerning any Taxes of or relating to have a Material Adverse Effect on Continental: the Division either (i) Continental and claimed or raised by any authority in writing or (ii) as to which Seller has Knowledge. There is not now in force any waiver or agreement by the Continental Subsidiaries have timely filedDivision (or Seller, taking into account on behalf of or with respect to the Division) for the extension of time for the assessment of any extensions, all Tax. There are no liens on any of the assets of the Division that arose in connection with any failure (or alleged failure) to pay any Tax. No claim has ever been made in any jurisdiction where the Division does not file Tax Returns required that the Division is or may be subject to be filed taxation by them that jurisdiction. (all such returns being accurate b) The Division (or Seller, on behalf of or with respect to the Division) has withheld and complete) and have paid all Taxes required to be have been withheld and paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been connection with amounts paid or is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for owing to any Taxes that have not been paid; and (v) neither Continental nor any of the Continental Subsidiaries is a party to employee, independent contractor, creditor, stockholder or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the CodePerson. (c) Continental The Division (or Seller, on behalf of or with respect to the Division) (i) has not filed a consent under Code Sec. 341(f) concerning collapsible corporations, (ii) is not aware or was not party to any Tax allocation or sharing agreement, (iii) has not been a member of an affiliated group filing a consolidated federal income Tax Return, and (iv) has no liability for the Taxes of any fact other person under Treasury Regulation Section 1.1502-6 (or circumstance that would reasonably be expected to prevent the Merger from qualifying any similar provision of state, local, or foreign law), as a “reorganization” within the meaning of Section 368(a) of the Codetransferee or successor, by contract, or otherwise. (d) Neither Continental nor any of Seller shall, with respect to the Continental Subsidiaries has been a party Division, prepare and file all Tax Returns and will pay all applicable Taxes relating to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of Division with respect to the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)taxable period which includes the Closing Date. (e) No disallowance At or prior to Closing, Seller shall have paid or discharged all Taxes that may result in the filing of a deduction under Section 162(m) lien on the assets purchased hereunder or Section 280G of that may result in the Code, or imposition of an excise tax under Section 4999 of successor, transferee or other liability on Purchaser for the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration payment of such items Taxes, except for Taxes not yet due and payable (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993Taxes to be paid when due by Seller).

Taxes and Tax Returns. (a) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: Xxxxxxxx: (i) Continental each of Xxxxxxxx and the Continental Xxxxxxxx Subsidiaries have has duly and timely filed, filed with the appropriate taxing authority (taking into account any all applicable extensions, ) all Tax Returns required by applicable Law to be filed with respect to each of Xxxxxxxx and the Xxxxxxxx Subsidiaries in all jurisdictions in which Tax Returns are required to be filed by them (it, and all such returns being accurate Tax Returns are true, correct, and completecomplete in all respects; (ii) neither Xxxxxxxx nor any Xxxxxxxx Subsidiary is the beneficiary of any extension of time within which to file any Tax Return (other than extensions to file Tax Returns obtained in the ordinary course) nor has been granted any extension or waiver of the limitation period applicable to any Tax that remains in effect; (iii) all Taxes of Xxxxxxxx and the Xxxxxxxx Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid (taking into account all applicable extensions); (iv) each of Xxxxxxxx and the Xxxxxxxx Subsidiaries has withheld and paid all Taxes required to be have been withheld and paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not been connection with amounts paid or is not being contested in good faith in appropriate proceedings; (iv) Continental owing to any employee, creditor, stockholder, independent contractor or other third party and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and has complied with all applicable information reporting requirements; (v) neither Continental Xxxxxxxx nor any Xxxxxxxx Subsidiary has received written notice of any Tax assessment or proposed Tax assessment, and there are no threatened in writing or pending disputes, actions, suits, claims, audits, investigations, examinations or other proceedings regarding any Tax of Xxxxxxxx and the Continental Xxxxxxxx Subsidiaries or the assets of Xxxxxxxx and the Xxxxxxxx Subsidiaries, nor has any claim for additional Tax been asserted in writing by any taxing authority; (vi) since January 1, 2015, no claim has been made in writing by any taxing authority in a jurisdiction where Xxxxxxxx or any Xxxxxxxx Subsidiary has not filed income or franchise Tax Returns that it is or may be subject to income or franchise Tax by such jurisdiction; and (vii) neither Xxxxxxxx nor any Xxxxxxxx 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 Continental Xxxxxxxx and the Continental Xxxxxxxx Subsidiaries). (b) Within Neither Xxxxxxxx nor any Xxxxxxxx Subsidiary (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 Xxxxxxxx) or (ii) has any liability for the Taxes of any person (other than Xxxxxxxx or any Xxxxxxxx Subsidiary) 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 Xxxxxxxx nor any Xxxxxxxx Subsidiary has been, within the past five years, neither Continental nor any of the Continental Subsidiaries has been 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 intended of stock intending to qualify for tax-free treatment under Section 355 of the Code. (cd) Continental is not aware of Neither Xxxxxxxx nor any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as Xxxxxxxx Subsidiary has participated in a “reorganizationlisted transaction” within the meaning of Treasury Regulations Section 368(a1.6011-4(b)(2). (e) At no time during the past five (5) years has Xxxxxxxx been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (df) Neither Continental nor There is no Lien on any of the Continental Subsidiaries has been a party to a transaction that, as assets or properties of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental Xxxxxxxx or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either Xxxxxxxx Subsidiary as a result of the Merger a failure or otherwisealleged failure to pay any Tax. (fg) Section 4.10(f) of Xxxxxxxx and its Subsidiaries are not bound with respect to the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) current or any limitations on such items. As of the date of this Agreement, neither Continental nor future taxable period by any Continental Subsidiary has undergone an ownership change closing agreement (within the meaning of Section 382(g)(17121(a) of the Code) since April 27or other written agreement with a taxing authority. (h) As used in this Agreement, 1993the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments (excluding tariffs and duties), together with all penalties and additions to tax and interest thereon.

Taxes and Tax Returns. (a) Except The 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 would nota liability thereon. The Company duly and properly filed an election to be an S corporation on December 1, individually 1996 and such election was in effect, under Section 1362 of the Code and the rules and regulations promulgated thereunder, until August 22, 1997 (the "S Period"). Such election was in effect during the S Period without interruption, including without limitation any inadvertent termination which was reinstated. During the S Period, all of the stockholders of the Company were permitted stockholders under Section 1362 of the Code and the rules and regulations promulgated thereunder. The Company's federal S election was recognized and given effect or the Company has made an appropriate and timely election to be treated as an S corporation for state income taxation purposes in Ohio. (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 aggregatemanner prescribed by applicable Requirements of Law, reasonably be expected withheld from employee wages and paid over, in a timely manner, to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, proper Taxing Authorities all Tax Returns amounts required to be filed by them so withheld and paid over under applicable law. (all such returns being accurate and completec) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiaries; (iii) no No deficiency for any Tax Taxes has been asserted or assessed by a Tax authority against Continental the Company or any of the Continental its Subsidiaries which deficiency that has not been resolved and paid in full or is not being contested in good faith in appropriate proceedings; (iv) Continental fully reserved for and identified on the Company Balance Sheet and, to the knowledge of the Company and the Continental Subsidiaries have provided adequate reserves in their financial statements Seller, no deficiency for any Taxes has been proposed that have has not been paid; fully reserved for and (v) neither Continental identified on the Company Balance Sheet. Neither the Company nor any of its Subsidiaries has received any outstanding and unresolved notices from the Continental 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 (which sets forth the nature of the proceeding, the type of Tax Return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Legal Proceeding or audit or similar foreign proceedings is pending with regard to any of the Company's or any of its Subsidiaries' Taxes or Tax Returns. (d) No waiver or comparable consent given by the Company or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns is outstanding, nor, to the knowledge of the Company and the Seller, is any request for any such waiver or consent pending. (e) There are no liens 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 file any Tax Return, which Tax Return has not since been filed. (g) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, Contract providing for the allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and sharing of Taxes. Neither of the Continental Subsidiaries). (b) Within the past five years, neither Continental Company nor any of the Continental its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment made any election under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a341(f) of the Code. (dh) Neither Continental the Company nor any of its Subsidiaries has agreed to make, nor is any of them required to make, any adjustment under Section 481(a) of the Continental Code for any period ending after the Closing Date by reason of a change in accounting method or otherwise and neither the Company nor any 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 Company or any of its Subsidiaries is required to be treated as owned by any other person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Code. (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 the United States, nor are any of them liable for the payment of Taxes levied by any jurisdiction located outside the United States. (l) Other than in respect of a period for which a Tax is not yet due, no state of facts exists or has existed that would constitute grounds for the assessment of any Tax liability with respect to a period that has not been audited by the IRS or any other Taxing Authority. (m) No power of attorney has been granted by the Company or any of its Subsidiaries with respect to any matter relating to Taxes that is currently in force. (n) Neither the Company nor any of its Subsidiaries is or has been a party to a transaction that, United States real property holding company (as defined in Section 897(c)(2) of the date of this Agreement, constitutes a “listed transaction” for purposes of Code) during the applicable period specified in Section 6011 897(c)(1)(A)(ii) of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law)Code. (eo) No disallowance Neither the Company nor any of its Subsidiaries is a deduction under Section 162(m) 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, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (fp) Section 4.10(f) All transactions that could give rise to an understatement of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum federal income tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(16662 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 CodeCode or any predecessor provision thereto. (q) since April 27, 1993No election under Code ss.338 (or any predecessory provisions) has been made by or 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) Except Seller has filed all material Tax Returns it was required to file in respect of the Business and the Purchased Assets and Real Property and all such Tax Returns are true, correct and complete in all material respects. (b) Seller has paid to the appropriate Governmental Authority all material Taxes owed by Seller with respect to the Business and the Purchased Assets whether or not shown on any Tax Return. (c) Seller has not received any written claim with respect to the Business from an authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction as would nota result of the activities conducted by the Business. There are no Liens (other than Permitted Liens) on any of the Purchased Assets that arose in connection with any failure to pay any Tax. (d) With respect to the Business, individually or Seller has complied in all material respects with all applicable Laws relating to the aggregate, reasonably be expected withholding and payment of any Taxes and has timely withheld and paid to the proper Governmental Authorities all amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or any other third party. (e) Seller has provided to Purchaser all documentation relating to, and Seller is in full compliance with all terms and conditions of any tax exemption, tax holiday or other tax reduction agreement or Order (each, a Material Adverse Effect “Tax Incentive”) and the consummation of the transactions contemplated by this Agreement will not have any adverse effect on Continental: the continued validity and effectiveness of any such Tax Incentive. (f) None of the Assumed Liabilities is an obligation to make a payment that is not deductible under Code §280G. (g) None of the Purchased Assets is “tax exempt use property” within the meaning of 168(h) of the Code. None of the Purchased Assets (i) Continental and has been financed with, or directly or indirectly secures, any debt the Continental Subsidiaries have timely filedinterest on which is tax-exempt under Section 103(a) of the Code, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens is located outside of the United States. (h) None of the Purchased Assets is an interest in a limited liability company or any other joint venture, partnership, or other arrangement or contract that could be treated as a partnership for Taxes on any assets federal income tax purposes. (i) No notice of Continental or the Continental Subsidiaries; (iii) no deficiency for any Tax Taxes has been asserted or assessed received by a Tax authority against Continental or any of Seller in writing with respect to the Continental Subsidiaries Purchased Assets, which deficiency has not been paid in full. There is no audit, litigation or is not being contested in good faith in appropriate proceedings; (iv) Continental and arbitration or administrative proceeding or claim asserted, pending or, to the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any Knowledge of Seller, threatened respecting or involving Seller, the Continental Subsidiaries is a party to or is bound by any Tax sharingBusiness, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under Purchased Assets with respect to any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwiseTax. (fj) Section 4.10(f) There are no bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Continental Disclosure Schedule sets forth (i) Purchased Assets to Purchaser pursuant to the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993terms hereof.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental All United States federal and the Continental Subsidiaries have timely filed, taking into account any extensions, all state income and other Tax Returns returns and reports required to be filed by them the Company and the Subsidiaries on or before the Effective Time (including extensions to the due date for such returns) with respect to the business or assets of the Company and the Subsidiaries have been or will be duly filed and all federal, state, local and foreign taxes of any kind ("Taxes") shown to be due on such returns being accurate and complete) all other returns filed by the Company and the Subsidiaries have been paid all Taxes required to or will be paid by them other than when due, except such Taxes that are not yet due or that as are being contested in good faith by appropriate proceedings and for which adequate reserves have been established; (b) neither the Company nor the Subsidiaries has been notified in appropriate proceedings; (ii) there are no Liens writing by any taxing authority, or otherwise has any knowledge, of any pending actions, suits, claims or assessments for any tax deficiency for which the Company or the Subsidiaries might have any liability for Taxes on any assets in excess of Continental $25,000; (c) all U.S. federal and state income tax returns referred to in (a) above filed through the year ended June 30, 1993 have been examined and closed, or the Continental Subsidiaries; periods during which any tax due with respect to such returns may be assessed have expired without extension or waiver; (iiid) no deficiency for any Tax consent has been asserted or assessed by a Tax authority against Continental will be filed with respect to the Company or any the Subsidiaries relating to Section 341(f) of the Continental Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; Internal Revenue Code; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (ve) neither Continental the Company nor any of the Continental Subsidiaries is a party to or is bound by any Tax sharing, allocation indemnity or indemnification agreement or arrangement Tax sharing agreement; (f) there are no liens for Taxes (other than such an agreement for Taxes not yet due) on any assets of the Company or arrangement exclusively between or among Continental and the Continental Subsidiaries).; (bg) Within neither the past five years, neither Continental Company nor any of the Continental Subsidiaries will be required (i) as a result of a change in method of accounting or a taxable period ending on or prior to the Effective Time, to include any adjustment under Section 481(c) of the Code (or any similar or corresponding provision of federal, state, local or foreign income Tax law) in taxable income for any taxable period ending after the Effective Time or (ii) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax law), to include any item of income in or exclude any item of deduction from any taxable period ending after the Effective Time; (h) neither the Company nor any of the Subsidiaries has been a “distributing corporation” or a “controlled corporation” member of an affiliated group (as defined in a distribution intended to qualify for tax-free treatment under Section 355 1504 of the Code.) other than one of which the Company was the common parent, or filed or been included in a combined, consolidated or unitary income Tax Return, other than one filed by the Company; and (ci) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent neither the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental Company nor any of the Continental Subsidiaries has been a party made any payments, or is or will become obligated (under any contract entered into on or before the Effective Time) to a transaction thatmake any payments, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction that will be non-deductible under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental Code (or any corresponding provision of the Continental Subsidiaries as employee compensationstate, whether under any contract, plan, program local or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal foreign income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993law).

Taxes and Tax Returns. All material Tax returns (aincluding information returns), reports, declarations and statements relating to Taxes (collectively “Returns”) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed to date by them PolyMedix have been accurately prepared in all material respects and duly filed, or an extension therefrom has been duly obtained, and all material Taxes due and payable by PolyMedix have been paid when due. There is no examination or audit for Taxes of PolyMedix currently in progress, no written claim, asserted deficiency or assessment for Taxes of PolyMedix has been made, and, to the Knowledge of PolyMedix, no such claim, deficiency or assessment has been threatened. No liens or similar encumbrances have been asserted against PolyMedix with respect to the failure to pay any Taxes (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other than with respect to Taxes that are not yet due and payable). PolyMedix has not waived any statute of limitations in respect of Taxes or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens executed or filed with any taxing authority any agreements extending the period for assessment or collection of any Taxes. The unpaid Taxes of PolyMedix for tax periods through June 30, 2005 do not exceed the accruals and reserves for Taxes set forth on any assets PolyMedix’s balance sheet as of Continental or June 30, 2005. Proper amounts have been withheld by PolyMedix in accordance with Tax withholding provisions of applicable laws and, to the Continental Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries which deficiency has not extent required, have been paid or to the proper authority. PolyMedix is not being contested in good faith in appropriate proceedings; and has never been a member of a group of corporations with which it has filed (ivor been required to file) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have consolidated, combined or unitary Returns. PolyMedix is not been paid; and (v) neither Continental nor any of the Continental Subsidiaries is a party to any tax-sharing or is bound by tax-allocation agreement, nor does PolyMedix owe any Tax sharing, amounts under any tax-sharing or tax-allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries agreement. PolyMedix has never been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under United States real property holding corporation within the meaning of Section 355 897(c)(2) of the Code. (c) Continental is . PolyMedix has not aware of taken or agreed to take any fact action, or circumstance failed to take any action, that would reasonably be expected to prevent the Merger from qualifying as constituting a “reorganization” reorganization within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party . Back to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.Contents

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental Purchaser has filed when due, within the time and in the Continental Subsidiaries have timely filed, taking into account any extensionsmanner prescribed by law, all Tax Returns tax returns, declarations, reports, estimates, information returns and statements (collectively, “Returns”) required to be filed by them (all with the appropriate federal, state and local governmental authorities, and to the knowledge of Purchaser, such returns being accurate are true, correct and complete) complete in all material respects and accurately reflect the taxes payable. All material federal, state, county and local franchise, sales, use, excise, ad valorem, property, payroll and employment, income, and other taxes which are due and payable have paid all Taxes been duly paid; and no reserves for unpaid taxes have been set up or are required to be paid by them other than Taxes that are not yet due on the basis of the facts and in accordance with past accounting practices, consistently applied, except as reflected in the Financial Statements or that are being contested have arisen after the date of the Financial Statements, in good faith in appropriate proceedings; the ordinary course of business. (ii) there There are no Liens for Taxes on any assets unpaid assessments or to the knowledge of Continental or the Continental SubsidiariesPurchaser proposed assessments of federal income taxes pending against Purchaser; (iii) no deficiency for any Tax taxes has been proposed, asserted or assessed by a Tax authority against Continental or any of the Continental Subsidiaries Purchaser which deficiency has not been resolved and paid in full; there are no liens for taxes upon the assets of Purchaser, except for taxes not yet due and payable; and there are no federal, state or is not being contested in good faith in appropriate proceedings; local tax audits or other administrative proceedings or court proceedings pending or, to the knowledge of Purchaser threatened against Purchaser with respect to any taxes or Returns. (iii) There are no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or Returns that have been given by Purchaser. (iv) Continental To the knowledge of Purchaser, Purchaser does not have any tax liabilities (whether due or to become due) with respect to the income, property and the Continental Subsidiaries have provided adequate reserves in their financial statements operations of Purchaser that relate to any pre-closing tax period, except for any Taxes tax liabilities that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental nor any of the Continental Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on arisen after December 31, 2009 (and determined based on information available as 2009, in the ordinary course of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993business.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ContinentalHeinz: (i) Continental Heinz and the Continental Heinz Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns Tax Returns being accurate and complete) and have paid all Taxes required to be paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental Heinz or the Continental Heinz Subsidiaries; (iii) no deficiency for any Tax has been asserted or assessed by a Tax taxing authority against Continental Heinz or any of the Continental Heinz Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; (iv) Continental Heinz and the Continental Subsidiaries Xxxxx Xxxxxxxxxxxx have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental Heinz nor any of the Continental Heinz 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 Continental Heinz and the Continental Heinz Subsidiaries). (b) Within the past five years, neither Continental Heinz nor any of the Continental Heinz Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental Heinz is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger and the Subsequent Merger from qualifying as a “reorganization” within for the meaning of Section 368(a) of the CodeIntended Tax Treatment. (d) Neither Continental Xxxxxxx Xxxxx nor any of the Continental Subsidiaries Xxxxx Xxxxxxxxxxxx has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state lawLaw). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of the Merger or otherwise. (f) Section 4.10(f) of the Continental Disclosure Schedule sets forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993.

Taxes and Tax Returns. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: United: (i) Continental United and the Continental United Subsidiaries have timely filed, taking into account any extensions, all Tax Returns required to be filed by them (all such returns being accurate and complete) and have paid all Taxes required to be paid by them other oth- er than Taxes that are not yet due or that are being contested in good faith in appropriate ap- propriate proceedings; ; (ii) there are no Liens for Taxes on any assets of Continental United or the Continental Subsidiaries; United Subsidiar- ies; (iii) no deficiency for any Tax has been asserted or assessed by a Tax authority against Continental United or any of the Continental United Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings; ; (iv) Continental United and the Continental United Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and and (v) neither Continental United nor any of the Continental United 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 Continental United and the Continental United Subsidiaries). (b) Within the past five years, neither Continental United nor any of the Continental Subsidiaries United Sub- sidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (c) Continental United is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (d) Neither Continental United nor any of the Continental United Subsidiaries has been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transactiontransac- tion” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental United or any of the Continental United Subsidiaries as employee em- ployee compensation, whether under any contract, plan, program or arrangementarrange- ment, understanding or otherwise, would, individually or in the aggregate, reasonably rea- sonably be expected to have a Material Adverse Effect on ContinentalUnited, either as a result re- xxxx of the Merger or otherwise. (f) Section 4.10(f3.10(f) of the Continental United Disclosure Schedule sets forth forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental United is the common parent for Federal income Tax purposes, , (ii) dates of expiration of such items and and (iii) any limitations on such items. As of the date of this Agreement, neither Continental United nor any Continental United Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27February 1, 19932006. (g) As used in this Agreement, the term “ Tax ” or “ Taxes ” means (i) all federal, state, local and foreign income, excise, gross receipts, gross in- come, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, environmen- tal, stamp, disability, escheat, production, value-added, occupancy, backup withholding and other taxes, or other like charges, levies or like assessments im- posed by a Governmental Entity, together with all penalties and additions to tax and interest xxxxxxx and (ii) any liability for Taxes described in clause (i) under Treasury Regulation Sec- tion 1.1502-6 (or any similar provision of state, local or foreign Law),

Taxes and Tax Returns. (a) Except If a failure of any of the following representations to be true, accurate or complete would have an adverse consequence for the Buyer (as would nota result of Buyer’s purchase of the Purchased Assets), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental: (i) Continental and the Continental Subsidiaries have Seller has (A) timely filed (or caused to be timely filed, ) (after taking into account any extensions, extension of time within which to file) all Tax Returns required to be filed by them it, and each such Tax Return was correct and complete in all respects; and (B) timely paid (or has caused to be timely paid on its behalf) all such returns being accurate Taxes (whether or not shown or required to be shown on any Tax Return); (ii) Seller has withheld and complete) and have paid all Taxes required to be have been withheld and paid by them in connection with any amount paid or owing to any employee, independent contractor, creditor, stockholder or other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; (ii) there are no Liens for Taxes on any assets of Continental or the Continental Subsidiariesthird party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (iii) no deficiency deficiencies for any Tax has material amount of Taxes have been proposed, asserted or assessed by a Tax authority against Continental or Seller as of the date hereof; and (iv) there are no Encumbrances on any of the Continental Subsidiaries which deficiency has not been paid Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax. None of the Assumed Liabilities is an obligation to make a payment that is not being contested in good faith in appropriate proceedings; (iv) Continental and the Continental Subsidiaries have provided adequate reserves in their financial statements for any Taxes that have not been paid; and (v) neither Continental nor any of the Continental 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 Continental and the Continental Subsidiaries). (b) Within the past five years, neither Continental nor any of the Continental Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment deductible under Section 355 280G of the Code. (cb) Continental is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger from qualifying Except as a “reorganization” within the meaning of set forth in Section 368(a4.12(b) of the Code. (d) Neither Continental nor Seller Disclosure Schedule, if a failure of any of the Continental Subsidiaries has been a party following representations to a transaction thatbe true, as of accurate or complete would have an adverse consequence for the date of this Agreement, constitutes a “listed transaction” for purposes of Section 6011 of the Code and applicable U.S. Treasury Regulations thereunder Buyer (or a similar provision of state law). (e) No disallowance of a deduction under Section 162(m) or Section 280G of the Code, or imposition of an excise tax under Section 4999 of the Code, for any amount paid or payable by Continental or any of the Continental Subsidiaries as employee compensation, whether under any contract, plan, program or arrangement, understanding or otherwise, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Continental, either as a result of Buyer’s purchase of the Merger Purchased Assets), no examination or otherwiseaudit of any material Tax Return of Seller or any administrative or judicial proceeding in respect of any material amount of Tax is currently pending, or, to the knowledge of Seller, threatened, and no claim has ever been made in writing by a taxing authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction, and Seller has not received any request in writing from any taxing authority to waive or extend the statute of limitations applicable to any Tax. (fc) Section 4.10(f) of Seller and Buyer agree to utilize, or cause their respective Affiliates to utilize, the Continental Disclosure Schedule sets standard procedure set forth (i) the amount on December 31, 2009 (and determined based on information available as of the date of this Agreement) of net operating losses, capital losses and alternative minimum tax credits and other credits of the consolidated group of which Continental is the common parent for Federal income Tax purposes, (ii) dates of expiration of such items and (iii) any limitations on such items. As of the date of this Agreement, neither Continental nor any Continental Subsidiary has undergone an ownership change (within the meaning of Section 382(g)(1) of the Code) since April 27, 1993in Revenue Procedure 2004-53 with respect to wage reporting.