Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) Each of SIC and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule). (b) Effective for the year ending December 31, 2012, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (e) Neither SIC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each CCT and each of SIC and its Consolidated Subsidiaries (i) has duly and timely filed (including taking into account all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and on or prior to the date of this Agreement (all such Tax Returns are being accurate and completecomplete in all material respects), (ii) has paid all material Taxes shown thereon as due arising and (iii) 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 the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary has been examined by the 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 SIC CCT or any Subsidiary of its Consolidated Subsidiaries for which SIC CCT does not have reserves that are adequate under GAAP. Neither SIC CCT nor any Subsidiary of 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 SIC CCT and its Consolidated Subsidiaries). Within the past five 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), neither CCT nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify 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 described it relates to Section 355 of the Code) applied or was intended to apply. Neither CCT nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the SIC Disclosure ScheduleCode, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by CCT or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) Effective for the year ending December 31, 2012, SIC CCT made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). SIC CCT has qualified as a regulated investment company RIC at all times subsequent to such election, since 2011 and expects to continue to so qualify through the Effective Time. No challenge to CCT’s status as such for its current a RIC is pending or has been threatened orally or in writing. For each taxable year. With respect to each relevant taxable yearyear of CCT ending on or before the Effective Time, SIC CCT has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the CodeCode (assuming for these purposes that any Tax Dividend declared by CCT after the date of this Agreement has been timely paid). (c) SIC CCT and its Consolidated Subsidiaries have complied in all material respects with all Applicable applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by Applicable applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under Applicable applicable Laws. (d) CCT is not aware of any fact or circumstance that could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (e) CCT has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code. (f) Section 3.12(f) of the CCT Disclosure Schedule 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 of “net unrealized built-in gain” (within the meaning of Section 1374(d) of the Code) on each such asset. Other than such assets listed in Section 3.12(f) of the CCT Disclosure Schedule, CCT 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 CCT or any of its Consolidated Subsidiaries does not file Tax Returns that CCT 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 CCT nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (i) Neither CCT nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (j) Neither CCT nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries). (l) There are no material Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for (other than Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (epayable) Neither SIC nor upon any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute assets of limitations with respect to CCT or any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been madeof its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Each of SIC MCC and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC MCC or any Subsidiary for which SIC MCC does not have reserves that are adequate under GAAP. Neither SIC MCC nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC MCC and its Subsidiaries as described in the SIC MCC Disclosure Schedule). (b) Effective for the year ending December 31September 30, 20122011, SIC MCC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC MCC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC MCC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code, and will either (i) satisfy such distribution requirements for its current taxable year ending on the Closing Date or (ii) make a Final MCC Dividend declaration as set forth in Section 3.4(c). (c) SIC MCC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC MCC or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (e) Neither SIC MCC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each of SIC Rand and its Subsidiaries Subsidiary (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC Rand or any its Subsidiary for which SIC Rand does not have reserves that are adequate under GAAP. Neither SIC Rand nor any its 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 SIC Rand and its Subsidiaries Subsidiary as described in Section 4.10(a) of the SIC Rand Disclosure Schedule). (b) Effective for the year ending December 31, 2012, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) SIC Rand and its Subsidiaries Subsidiary 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 Lawsuch Laws, withheld from and paid over all amounts required to be so withheld and paid over under Applicable such Laws. (dc) There are no Liens for Taxes upon the assets of SIC Rand or any of the Subsidiariesits Subsidiary, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (ed) Neither SIC Rand nor any its Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made. (e) No Subsidiary of Rand is a “specified foreign corporation” as defined in Section 965(e) of the Code.

Taxes and Tax Returns. (aA) Each of SIC Subject to applicable extension periods, TCBI and its Subsidiaries (i) has have duly and timely filed (including all applicable extensions) all federal, state, local and foreign income federal and other material Tax Returns that each was required to be filed by it and all file, including any Tax Returns of any affiliated, consolidated, combined or unitary group of which either TCBI or any Subsidiary is or was a member. All such Tax Returns are accurate were true, correct and complete, (ii) has paid complete in all material respects. All material Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it owing by the IRS TCBI or any other federalSubsidiary and any affiliated, stateconsolidated, foreign combined or local taxing authorities unitary group of which either TCBI or any Subsidiary is or was a member (whether or not shown on any Tax Return) have duly and timely been paid. Except as set forth in Section 5.14(A) of the Schedules, neither TCBI nor any Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return (other than Taxes extensions to file Tax Returns obtained in the ordinary course of business). No claim has ever been raised in writing by any Governmental Authority in a jurisdiction where TCBI or any Subsidiary of TCBI does not file Tax Returns that are not yet delinquent TCBI or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPany such Subsidiary is or may be subject to taxation by that jurisdiction. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC Liens on any of the assets of TCBI or any Subsidiary for which SIC does not have reserves of TCBI that are adequate under GAAP. Neither SIC nor arose in connection with any failure (or alleged failure) of TCBI or any Subsidiary is a party of TCBI to or is bound by pay any Tax sharingTax, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule). (bi) Effective for the year ending December 31mechanic’s, 2012, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such electionmaterialmen’s, and expects to qualify as such for its current taxable year. With respect to each relevant taxable yearsimilar liens, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (cii) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens liens for Taxes not yet due and payable and Liens or for Taxes that are both being contested TCBI or any Subsidiary of TCBI is contesting in good faith through appropriate proceedings, if any, and adequately reserved for which adequate reserves have been established on the most recent applicable balance sheet in accordance with GAAP, (iii) purchase money liens and liens securing rental payments under capital lease arrangements, and (iv) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money. (eB) Neither SIC nor TCBI and its Subsidiaries have timely collected, withheld or deposited and to the extent required by applicable law, duly paid to the appropriate Governmental Authority all material Taxes required to have been collected, withheld or deposited in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (C) There is no action, suit, proceeding, audit, assessment, dispute or claim concerning any material Tax liability of TCBI or any Subsidiary either (i) claimed or raised by any Governmental Authority in writing or (ii) as to which TCBI or any Subsidiary has granted Knowledge based upon contact with any waiver, extension, or comparable consent regarding the application agent of such Governmental Authority. Section 5.14(C) of the Schedules lists all federal, state, local, and foreign income Tax Returns filed with respect to TCBI or any Subsidiary for any taxable period that is still open under the applicable statute of limitations, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. TCBI has made available to BFST correct and complete copies of all U.S. federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by TCBI and its Subsidiaries with respect to all taxable periods that are still open under the applicable statute of limitations. (D) Neither TCBI 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 which waiver or extension is in effect (other than any Taxes such extensions obtained in the ordinary course of business). (E) Neither TCBI nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Neither TCBI nor any of its Subsidiaries has participated in a listed transaction as defined under Sections 6011 and 6111 of the Code and Treasury Regulations Section 1.6011-4. Except as set forth in Section 5.14(E) of the Schedules, neither TCBI nor any of its Subsidiaries (i) is a party to any Tax allocation or sharing agreement, (ii) has been a member of an Affiliated Group filing a consolidated U.S. federal income Tax Return (other than the Affiliated Group of which TCBI is the common parent) or (iii) has any Liability for the Taxes of any Person (other than TCBI and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor or by contract. (F) Neither TCBI nor any of its Subsidiaries has been required to disclose on its federal income Tax Returns any position that is outstandingcould give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code. (G) Neither TCBI nor any of its Subsidiaries will be required to include any item of income in, nor will TCBI or any request of its Subsidiaries be required to exclude any item of deduction from, taxable income for such waiver any taxable period (or consent has been madeportion thereof) ending on or 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 under Section 481 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

Taxes and Tax Returns. (a) Each of SIC Buyer and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and on or prior to the date of this Agreement (all such Tax Returns are being accurate and completecomplete in all material respects), (ii) has paid all Taxes shown thereon as due arising and (iii) 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 the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or Buyer nor any Subsidiary for which SIC Buyer does not have reserves that are adequate under GAAP. Neither SIC Buyer nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC Buyer and its Subsidiaries). Neither Buyer nor any of its Subsidiaries as described is required to include in income any adjustment pursuant to Section 481(a) of the SIC Disclosure Schedule)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. (b) Effective for as of April 16, 2004, the year ending December 31, 2012, SIC Buyer made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC The Buyer has qualified as a regulated investment company at all times subsequent to such electionApril 16, 2004, and expects to qualify as such for its current taxable year. With respect For any taxable year commencing prior to each relevant April 16, 2004 during which the Buyer was not a regulated investment company, the Buyer has no outstanding Taxes for which it does not have reserves adequate under GAAP. The Buyer has no “earnings and profits” accumulated in any taxable year, SIC has satisfied year in which the distribution requirements imposed on Buyer was not a regulated investment company under Section 852 Subchapter M of Chapter 1 of the Code. (c) SIC Buyer and its Subsidiaries have complied in all material respects with all Applicable Laws 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 Lawapplicable law, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Lawsapplicable laws. (d) There are no Liens limitations on the utilization of the built-in-losses, capital losses or other similar items of the Buyer and its Subsidiaries under Section 382, 384 or 269 of the Code (or any similar state, local or foreign law). (e) No Buyer or Subsidiary has any liability for Taxes of any person or entity other than the Buyer or any Subsidiary (i) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor, or (iii) by contract or otherwise. (f) There are no liens for Taxes upon the assets of SIC the Buyer or any of the Subsidiaries, except for Liens liens for Taxes not yet due and payable and Liens liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (eg) Neither SIC nor No Buyer or Subsidiary is or has been required to make any disclosure to the IRS pursuant to Section 6011 of the Code or Section 1.6011-4 of the Treasury regulations promulgated thereunder. (h) No Buyer or Subsidiary is, or has been at any time since the date that is five years prior to the date hereof, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. (i) No Buyer or Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.] [Under review

Taxes and Tax Returns. (a) Each Except as disclosed in Section 4.17 of SIC the XXX Xxxxxxxxxx Xxxxxxxx, XXX and its Subsidiaries (i) has duly and timely each NBB Subsidiary have filed (including all applicable extensions) all material federal, state, local and foreign income state and other material Tax Returns income, franchise or other tax returns, required to be filed by it them; each such return is complete and accurate in all material respects; and all such Tax Returns are accurate Taxes and complete, (ii) has related interest and liabilities to be paid all Taxes shown thereon as due and (iii) has duly in connection therewith have been paid or made provision adequate reserve has been established for the timely payment of all Taxes that thereof. There have been incurred no audits or are due or claimed examinations of any income tax returns xx XXX xx XXX. XXX and TVB have timely and accurately filed all material required information returns and reports, including without limitation Forms 1099, and to be due from it NBB’s Xxxxxxxxx, XXX and TVB have timely and accurately filed all material currency transaction reports required by the IRS or Bank Secrecy Act, as amended. NBB has not received notice of any other federal, statestate or other income, foreign franchise or local taxing authorities other than Taxes that are not yet delinquent tax assessment or are being contested in good faith, have notice of a deficiency to date which has not been finally determined paid or for which adequate reserve has not been provided, and have been adequately reserved against under GAAPto NBB’s Knowledge there are no pending or threatened (in writing) audit or investigation of NBB or TVB with respect to any Tax liabilities. There are currently no material disputes pendingagreements in effect with respect to NBB or TVB to extend the period of limitations for assessment or collection of any Tax, and, except as required by law among NBB and the NBB Subsidiaries, neither NBB or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary TVB is a party to or is bound by any Tax tax sharing, allocation or indemnification agreement or arrangement (or is liable for any Tax imposed on any other Person other than such an agreement NBB or arrangement exclusively between TVB. Except as disclosed in Section 4.17 of the NBB Disclosure Schedule, all Taxes that NBB or among SIC TVB is required to withhold from amounts owing to any employee or director, former employee or director, creditor or third party have been properly withheld and, to the extent payable, timely paid. NBB has delivered to Umpqua true and its Subsidiaries as correct copies of NBB’s and TVB’s unconsolidated or uncombined federal and state income or franchise tax returns for the years 2003, 2004 and 2005. “Tax” or “Taxes” means (i) any and 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 any items described in the SIC Disclosure Scheduleclause (i). (b) Effective for the year ending December 31, 2012as successor or transferee, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed by contract or otherwise. NBB, TVB or VCT paid Tax on all income received by VCT as a regulated investment company. SIC has though VCT was not qualified as a regulated “real estate investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company trust” under Code Section 852 of the Code856. (c) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (e) Neither SIC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each of SIC MDLY and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC MDLY or any Subsidiary for which SIC MDLY does not have reserves that are adequate under GAAP. Neither SIC MDLY nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC MDLY and its Subsidiaries as described in the SIC MDLY Disclosure Schedule). (b) Effective for the year ending December 31, 2012, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) SIC MDLY and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (dc) There are no Liens for Taxes upon the assets of SIC MDLY or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (ed) Neither SIC MDLY nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made. (e) Other than the Tax Receivable Agreement to be terminated pursuant to the Tax Receivable Termination Agreement, there are no MDLY Tax Protection Agreements (as hereinafter defined) in force or otherwise binding upon MDLY or any MDLY Subsidiary. As used herein, “MDLY Tax Protection Agreements” means any agreement to which MDLY, or any MDLY Subsidiary is a party: (i) pursuant to which any liability to holders of interests in a MDLY Subsidiary Partnership relating to Taxes may arise, whether or not as a result of the consummation of the Merger or the other transactions contemplated by this Agreement; and/or (ii) that was entered into in connection with or related to the deferral of income Taxes of a holder of interests in a MDLY Subsidiary Partnership, and that requires MDLY, or any MDLY Subsidiary to, or to use efforts to (or to indemnify any Person if it does not) (A) maintain a minimum level of debt or continue a particular debt, (B) retain or not dispose of assets for a period of time if such period of time has not since expired or any applicable statute of limitations with respect to any Taxes that would result from a disposition of such assets at any time during such period has not since expired, (C) make or refrain from making Tax elections, (D) only dispose of assets in a particular manner, or (E) permit any holder of interests in a MDLY Subsidiary Partnership to guarantee any debt or restore a deficit in such holder’s capital account. As used herein, “MDLY Subsidiary Partnership” means a MDLY Subsidiary that is a partnership for United States federal income Tax purposes.

Taxes and Tax Returns. (a) Each BCIC and each of SIC and its Consolidated Subsidiaries (i) has duly and timely filed (including taking into account all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and on or prior to the Signing Date (all such Tax Returns are being accurate and completecomplete in all material respects), (ii) has paid all material Taxes shown thereon as due and (iii) 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 due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of BCIC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims assertedasserted by any taxing authority, for Taxes or assessments upon SIC BCIC or any Subsidiary of its Consolidated Subsidiaries for which SIC BCIC does not have reserves that are adequate under GAAP. Neither SIC BCIC nor any Subsidiary of 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 SIC BCIC and its Consolidated Subsidiaries or customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). Within the past five years (or otherwise as described 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 BCIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the SIC Disclosure ScheduleCode 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 BCIC 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 BCIC or any of its Consolidated Subsidiaries. Neither BCIC 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 BCIC 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) Effective for the year ending December 31, 2012, SIC BCIC has made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). SIC BCIC has qualified for taxation as a regulated investment company RIC at all times subsequent to such electionsince (and including) its taxable year ended December 31, 2015, and expects to continue to so qualify through the Effective Time. No challenge to BCIC’s status as such for its current a RIC is pending or has been threatened by the IRS orally or in writing. For each taxable year. With respect to each relevant year of BCIC ending on or before the Effective Time, BCIC has satisfied, or will satisfy in the case of a taxable yearyear ending after the Signing Date, SIC has satisfied the distribution requirements imposed on a regulated investment company RIC under Section 852 852(a) of the Code and all dividends (as defined in Section 316 of the Code) paid by BCIC 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 (assuming for these purposes that any Tax Dividend declared by BCIC after the Signing Date has been or will be timely paid). (c) SIC BCIC and its Consolidated Subsidiaries have complied in all material respects with all Applicable applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by Applicable applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under Applicable applicable Laws. (d) BCIC is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. (e) BCIC has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code. (f) Neither BCIC nor any of its Consolidated Subsidiaries holds any asset the disposition of which would be subject 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 (or rules similar thereto). (g) No claim has been made in writing by a taxing authority in a jurisdiction where BCIC or any of its Consolidated Subsidiaries does not file Tax Returns that BCIC 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 BCIC nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (i) Neither BCIC nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (j) Neither BCIC nor any of its Consolidated Subsidiaries has any liability for any material Taxes of another Person other than BCIC 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 (other than customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). (k) Neither BCIC 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 BCIC or any of its Consolidated Subsidiaries). (l) There are no material Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for (other than Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (epayable) Neither SIC nor upon any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute assets of limitations with respect to BCIC or any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been madeof its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Each of SIC and its Subsidiaries VCIF (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and complete, (ii) has paid all Taxes due whether or not shown thereon as due on such Tax Returns and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary VCIF for which SIC VCIF does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary VCIF is not a party to or and is not bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than or similar contract or arrangement. No claim has ever been made by a Taxing Authority in a jurisdiction where VCIF does not file Tax Returns that VCIF is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction, and, to VCIF’s knowledge, there is no basis for any such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule)claim to be made. (b) Effective for the year ending December 31, 2012, SIC VCIF previously made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a “regulated investment company” (a “RIC”) beginning with its taxable year ended September 30, 2012. SIC VCIF has qualified as a regulated investment company RIC at all times subsequent to such election, and expects to qualify as such for its current taxable year. No challenge to VCIF’s status as a RIC is pending or has been threatened in writing. With respect to each relevant taxable yearyear of VCIF beginning with its taxable year ended September 30, SIC 2012, VCIF has satisfied the distribution requirements imposed on a regulated investment company RIC under Section 852 of the Code, and VCIF will satisfy such distribution requirements for its current taxable year. Since its taxable year ended September 30, 2012, VCIF has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of Subtitle A, Chapter 1, of the Code did not apply. (c) SIC and its Subsidiaries have VCIF has complied in all material respects with all Applicable Laws relating to the withholding and payment and withholding of Taxes and havehas, within the time and in the manner prescribed by Applicable Lawsuch Laws, withheld from and paid over all amounts required to be so withheld and paid over under Applicable such Laws. (d) There are no Liens for Taxes upon the assets of SIC or any of the SubsidiariesVCIF, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (e) Neither SIC nor any Subsidiary VCIF has not granted any waiver, extension, 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 such waiver or consent has been made. (f) Within the past two years, VCIF has not been a “distributing corporation” or a “controlled corporation” in a distribution of shares which qualified or was intended to qualify under Section 355(a) of the Code. (g) VCIF does not have any liability for the Taxes of any other Person 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. (h) VCIF has not participated in or been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” that is required to be reported to the IRS pursuant to Section 6011 of the Code and applicable Treasury Regulations thereunder.

Taxes and Tax Returns. (aA) Each of SIC Subject to applicable extension periods, BFST and its Subsidiaries (i) has have duly and timely filed (including all applicable extensions) all federal, state, local and foreign income federal and other material Tax Returns that each was required to be filed by it and all file, including any Tax Returns of any affiliated, consolidated, combined or unitary group of which either BFST or any Subsidiary is or was a member. All such Tax Returns are accurate were true, correct and complete, (ii) has paid complete in all material respects. All material Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it owing by the IRS BFST or any other federalSubsidiary and any affiliated, stateconsolidated, foreign combined or local taxing authorities unitary group of which either BFST or any Subsidiary is or was a member (whether or not shown on any Tax Return) have duly and timely been paid. Neither BFST nor any Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return (other than Taxes extensions to file Tax Returns obtained in the ordinary course of business). No claim has ever been raised in writing by any Governmental Authority in a jurisdiction where BFST or any Subsidiary of BFST does not file Tax Returns that are not yet delinquent BFST or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPany such Subsidiary is or may be subject to taxation by that jurisdiction. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC Liens on any of the assets of BFST or any Subsidiary for which SIC does not have reserves of BFST that are adequate under GAAP. Neither SIC nor arose in connection with any failure (or alleged failure) of BFST or any Subsidiary is a party of BFST to or is bound by pay any Tax sharingTax, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule). (bi) Effective for the year ending December 31mechanic’s, 2012, SIC made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such electionmaterialmen’s, and expects to qualify as such for its current taxable year. With respect to each relevant taxable yearsimilar liens, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (cii) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens liens for Taxes not yet due and payable and Liens or for Taxes that are both being contested BFST or any Subsidiary of BFST is contesting in good faith through appropriate proceedings, if any, and adequately reserved for which adequate reserves have been established on the most recent applicable balance sheet in accordance with GAAP, (iii) purchase money liens and liens securing rental payments under capital lease arrangements, and (iv) other liens arising in the ordinary course of business and not incurred in connection with the borrowing of money. (eB) Neither SIC nor BFST and its Subsidiaries have timely collected, withheld or deposited and to the extent required by applicable Law, duly paid to the appropriate Governmental Authority all material Taxes required to have been collected, withheld or deposited in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (C) There is no action, suit, proceeding, audit, assessment, dispute or claim concerning any material Tax liability of BFST or any Subsidiary either (i) claimed or raised by any Governmental Authority in writing or (ii) as to which BFST or any Subsidiary has granted Knowledge based upon contact with any waiver, extensionagent of such Governmental Authority. (D) Neither BFST nor any of its Subsidiaries has taken or agreed to take any action, or comparable consent regarding has Knowledge of any fact or circumstance, that would reasonably be expected to prevent or materially impede, the application Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been madeCode.

Taxes and Tax Returns. (a) Each of SIC and its Subsidiaries (i) WTSB has duly and timely filed (including all Tax Returns that it was required to file under applicable laws and regulations with the appropriate Governmental Authorities. All such Tax Returns are true, correct and complete in all material respects and have been prepared in substantial compliance with all applicable extensionsLaws and regulations. All Taxes due and owing by WTSB (whether or not shown on any Tax Return) have been paid to the appropriate Governmental Authorities. WTSB is not the beneficiary of any extension of time within which to file any Tax Return which has not yet been filed. No claim has ever been made by a Governmental Authority in a jurisdiction where WTSB does not file Tax Returns that it is or may be subject to Tax by that jurisdiction or required to file a Tax Return in that jurisdiction. There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of WTSB. (b) WTSB has withheld and timely paid to the appropriate Governmental Authorities all 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, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed or delivered to the appropriate recipient (as applicable). (c) There is no dispute or claim concerning any Tax liability of WTSB either (i) claimed or raised by any Governmental Authority, or (ii) as to which any director or officer (or employee responsible for Tax matters) of WTSB has Knowledge. (d) Schedule 4.14 of the Disclosure Schedules lists all federal, state, local local, and foreign income and other material franchise Tax Returns filed with respect to WTSB for taxable periods ended on or after December 31, 2015, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. True, correct and complete copies of the federal income Tax Returns of WTSB, as filed with the IRS for the years ended December 31, 2015, 2016, 2017 and 2018, have been delivered to SPFI and City Bank. WTSB has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) WTSB is not and has never been a member of an affiliated group within the meaning of Section 1504(a) of the Code with which it has filed (or been required to be filed file) consolidated, combined, unitary or similar Tax Returns. WTSB has no liability for the Taxes of any Person other than WTSB under Section 1.1502-6 of the applicable regulations issued by it the United States Department of Treasury (the “Treasury Regulations”) (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. (f) The unpaid Taxes of WTSB (i) for taxable periods (or portions thereof) through the date of WTSB’s most recent balance sheets do not exceed the actual provisions for current or deferred Taxes on the Financial Statements (excluding any reserve for deferred Taxes established to reflect timing differences between book and all such Tax Returns are accurate income), and complete, (ii) has paid for taxable periods (or portions thereof) ending on the day before the Closing Date (“Pre-Closing Tax Periods”) will not exceed the provisions for current or deferred Taxes on the Financial Statements as of the Closing Date (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income), as adjusted for the passage of time through the Closing Date in accordance with GAAP. WTSB is in compliance with the requirements of FIN 48, and its Tax accrual work papers explain and support all Taxes shown thereon amounts provided and positions taken by WTSB with respect to FIN 48. (g) City Bank will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending on or after the Closing Date (the “Post-Closing Tax Period”) as due and a result WTSB’s (i) change in method of accounting for a Pre-Closing Tax Period; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or before the Closing Date; (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS intercompany transactions or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as excess loss account described in the SIC Disclosure Schedule). (b) Effective for the year ending December 31, 2012, SIC made a valid election Treasury Regulations under Subchapter M of Chapter 1 Section 1502 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election(or any corresponding or similar provision of state, and expects to qualify as such for its current taxable year. With respect to each relevant taxable yearlocal, SIC has satisfied or foreign Tax law); (iv) installment sale or open transaction disposition made on or before the distribution requirements imposed Closing Date; (v) prepaid amount received on a regulated investment company or before the Closing Date; or (vi) election under Section 852 108(i) of the Code. (ch) SIC WTSB is not and its Subsidiaries have complied has not been a party to or a promoter of any “listed transaction” as such term is defined in all material respects with all Applicable Laws relating to Section 6707A(c)(2) of the payment Code and withholding of Taxes 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 LawsTreasury Regulation Section 1.6011-4(b)(2). (di) There are no Liens Since January 1, 2016, WTSB has not distributed stock of another Person or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code. (j) At all times since June 30, 2014 (the “S Election Date”), WTSB has continually been, and as of the Closing Date WTSB will be, a validly electing Subchapter S corporation within the meaning of Sections 1361 and 1362 of the Code (an “S Corporation”) for Taxes upon federal income Tax purposes and applicable state and local Tax purposes. Since the S Election Date, WTSB has not taken any action that would cause WTSB to cease being an S Corporation before the Closing Date. WTSB does not have and will not have as of the Closing Date any liability or potential liability for Tax under Section 1374 of the Code. WTSB has not, since the S Election Date, (i) acquired assets from another corporation in a transaction in which WTSB’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of SIC the acquired assets (or any other property) in the hands of the Subsidiariestransferor or (ii) acquired the stock of any corporation that is a qualified Subchapter S subsidiary (within the meaning of Section 1361(b)(3) of the Code). (k) Since the S Election Date, except for Liens for Taxes WTSB has not yet due been required to include in income any material adjustment pursuant to Code Section 481 by reason of a voluntary change in accounting method initiated by WTSB, and payable and Liens for Taxes that are both being contested the IRS has not initiated or proposed any such material adjustment or change in good faith and adequately reserved for accounting method. No dividend or other distribution declared or paid by WTSB since the S Election Date has exceeded the portion of WTSB’s “accumulated adjustments account” (within the meaning of Treasury Regulation Section 1.1368-2) properly allocated to such distribution in accordance with GAAPthat regulation, and no dividend or distribution declared or paid by WTSB before the Effective Time will exceed the portion of WTSB’s accumulated adjustments account properly allocated to such distribution in accordance with that regulation. (el) Neither SIC nor WTSB is not a party to or bound by any Subsidiary Tax allocation, indemnification, sharing or similar agreement. (m) WTSB has granted not received any waiver, extension, private letter ruling from the IRS (or any comparable consent regarding ruling from any other Tax authority). (n) WTSB does not and has not had a “permanent establishment” (as defined in any applicable Tax treaty or convention within the application United States and a foreign country) or otherwise has or has had an office or fixed place of business in a state other than Texas or in a country other than the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been madeUnited States.

Taxes and Tax Returns. Except as disclosed in Parent Disclosure Schedule 6.10: (a) Each of SIC Parent and its Subsidiaries (i) Merger Sub has duly and timely filed (including all applicable extensionsand until the Effective Time will so file) all federal, state, local and foreign income and other material Tax Returns required to be filed by it in respect of any United States federal, state or local Taxes and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision (and until the Effective Time will so pay) all such Taxes due and payable as finally determined by the applicable Governmental Authority, other than Taxes which are being contested in good faith (and disclosed to Company in writing). Each of Parent and Merger Sub has established (and until the Effective Time will establish) on its books and records reserves that are adequate for the payment of all Taxes that have been incurred or are not yet due or claimed to be due from it by the IRS or any other federaland payable, state, foreign or local taxing authorities other than Taxes but that are not yet delinquent or are being contested incurred in good faith, have not been finally determined respect of Parent and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than Merger Sub through such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule)date. (b) Effective for the year ending December 31, 2012, SIC made a valid election under Subchapter M of Chapter 1 None of the Code to be taxed as a regulated investment companyReturns of Parent or Merger Sub has been examined by the IRS, or any other United States federal, state or local or any foreign Governmental Authority within the past six years. SIC To the Knowledge of Parent and Merger Sub: there are no audits or other Governmental Authority proceedings presently pending, nor any other disputes pending with respect to, or claims asserted for, Taxes upon Parent or Merger Sub; nor has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With Parent or Merger Sub given any currently outstanding waivers or comparable consents regarding the application of any statute of limitations with respect to each relevant taxable yearany Taxes or Returns. There are no Liens for Taxes upon the assets of Parent or Merger Sub, SIC except for Liens for Taxes not yet due and payable or being properly contested. Any Taxes being properly contested are disclosed on Parent Disclosure Schedule 6.10. Parent has satisfied complied (and until the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (cEffective Time will comply) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable LawsTaxes. (d) There are no Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (ec) Neither SIC Parent nor Merger Sub (i) has requested any Subsidiary extension of time within which to file any Return which Return has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect not since been filed; (ii) is a party to any Taxes agreement providing for the indemnification, allocation or Tax Return sharing of Taxes; (iii) is required to include in income any adjustment by reason of a voluntary change in accounting method initiated by Parent or Merger Sub (nor does Parent or Merger Sub have any Knowledge that is outstanding, nor any request for Governmental Authority has proposed any such waiver adjustment or change of accounting method); (iv) has filed a consent with any Governmental Authority pursuant to which Parent or Merger Sub has agreed to recognize gain (in any manner) relating to or as a result of this Agreement or the transactions contemplated by this Agreement; or (v) has been madea member of an affiliated group other than one of which Parent or Merger Sub was the common parent.

Taxes and Tax Returns. (a) Each Company and each of SIC and its Consolidated Subsidiaries (i) has duly and timely filed (including taking into account all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and on or prior to the date of this Agreement (all such Tax Returns are being accurate and completecomplete in all material respects), (ii) has paid all Taxes shown thereon as due arising and (iii) has duly paid or made provision for the payment of all other material Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities (other than Taxes that are not yet delinquent delinquent, or which are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP). (b) No material Tax Return of Company or any of its Consolidated Subsidiaries has been examined by the 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 SIC the Company or any Subsidiary of its Consolidated Subsidiaries for which SIC the Company does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule). (bc) Effective for the year ending December 31, 2012, SIC Company made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). SIC Company has qualified as a regulated investment company at all times subsequent RIC with respect to such electioneach taxable year since its taxable year ended December 31, 2016 and expects to continue to so qualify through the Closing Date. No challenge to the Company’s status as such for its current a RIC is pending or has been threatened in writing. For each taxable year. With respect to each relevant taxable yearyear of Company ending on or before the Effective Time, SIC Company has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. Company has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code. (cd) SIC Company 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 Section 337(d) of the Code or Treasury Regulations promulgated thereunder, if such assets were sold at a taxable gain. (e) No claim has been made in writing by a taxing authority in a jurisdiction where Company or any of its Consolidated Subsidiaries does not file Tax Returns that 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. (f) Neither Company nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (g) Neither Company nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (h) Neither Company nor any of its Consolidated Subsidiaries (i) has any liability for the Taxes of another Person other than 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; (ii) has ever been a member of a consolidated, combined or unitary Tax group (other than such a group the common parent of which is Company or any of its Consolidated Subsidiaries); or (iii) is a party or, or has an obligation under, any Tax sharing, Tax indemnification, or Tax allocation agreement or arrangement. (i) There are no material Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Company or any of its Consolidated Subsidiaries. (j) Neither Company nor any its Consolidated Subsidiaries will be required to include any material amounts in income, or exclude any material items of deduction, in a taxable period (or portion thereof) beginning after the Closing Date as a result of (i) a change in or incorrect method of accounting occurring prior to the Closing, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) a prepaid amount received, or paid, prior to the Closing, (iv) a “closing agreement” as described in Section 72121 of the Code (or any corresponding or similar provision of state or local income Tax Law) executed on or prior to the Closing Date or (v) any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding similar provision of state or local income Tax Law). (k) Within the past five (5) years, neither Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify 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. (l) Company and its Consolidated Subsidiaries have complied in all material respects with all Applicable applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by Applicable applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid p aid over under Applicable applicable Laws. (dm) There are no Liens for Taxes upon Company has not been a United States real property holding corporation within the assets meaning of SIC or any of Code Section 897(c)(2) during the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested period specified in good faith and adequately reserved for in accordance with GAAPCode Section 897(c)(1)(A)(ii). (en) Neither SIC Company has not participated in, nor has any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations liability with respect to to, any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made“listed transaction” within the meaning of Treas. Reg. Section 1.6011-4.

Taxes and Tax Returns. (a) Each of SIC and its Subsidiaries SSIC (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and completecomplete in all material respects, (ii) has paid all material Taxes shown thereon or required to be shown thereon as due other than Taxes that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP and (iii) has duly paid or made provision for the payment of all material Taxes (not described in clause (ii) of this Section 4.16(a)) that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary SSIC for which SIC SSIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary SSIC is not 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 SIC and its Subsidiaries as described in the SIC Disclosure Schedule)arrangement. (b) Effective for the year ending December 31, 2012, SIC SSIC has made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1 1, of the Code to be taxed as a “regulated investment company. SIC ” under the Code (a “RIC”). (c) SSIC has qualified as a regulated investment company RIC at all times subsequent to such electionsince January 1, 2022, and expects to so qualify through the taxable year that includes the Closing Date. No challenge to SSIC’s status as such for its current a RIC is pending or has been threatened orally or in writing. (d) For each taxable year. With respect to each relevant taxable yearyear of SSIC ending after December 31, SIC 2021 and on or before the Closing Date, SSIC has satisfied the distribution requirements imposed on a regulated investment company RIC under Code Section 852. (e) Except as set forth in Section 4.16(e) of the SSIC Disclosure Schedule, SSIC has not at any time since its inception been liable for, and is not now liable for, any income or excise tax pursuant to Code Section 852 or Code Section 4982. (f) SSIC has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it. (g) At the close of each calendar quarter since January 1, 2022, SSIC has satisfied the diversification requirements of Code Section 851(b)(3) without regard to the last sentence of Code Section 851(d)(1). (h) SSIC has not taken any action, caused any action to be taken, or failed to take any action which action or failure could cause SSIC to fail to qualify as a RIC under the Code. (ci) SIC SSIC does not own any assets the disposition of which would be subject to rules similar to Code Section 1374 or Treasury Regulation Section 1.337(d)-7. (j) During the previous five years, no claim has been made in writing by a taxing authority in a jurisdiction where SSIC does not file Tax Returns that SSIC is or may be subject to taxation by that jurisdiction. (k) SSIC does not have, and its Subsidiaries have has never had, a permanent establishment in any country other than the United States. (l) SSIC has not received any notice in writing that any Tax Return of SSIC has been or will be audited by the IRS or any other relevant taxing authority. (m) SSIC has never requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (n) SSIC has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes and havehas, within the time and in the manner prescribed by Applicable Lawsuch Laws, withheld from and paid over all amounts required to be so withheld and paid over under Applicable such Laws. (do) There are no Liens for Taxes upon the assets of SIC or any of the SubsidiariesSSIC, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPother than Permitted Liens. (ep) Neither SIC nor any Subsidiary SSIC has not granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any material Taxes or material Tax Return that is outstandingremains in effect, nor has any request for such waiver or consent been made. SSIC is not currently the beneficiary of any extension of time within which to file any material Tax Return or pay any Taxes (other than any extension of not more than six months). Any material Tax deficiencies that have been claimed, proposed, or asserted by any Governmental Entity against SSIC have been finally settled and fully paid. (q) SSIC has not distributed stock of another Person, or had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. (r) SSIC is not required to include in income any adjustment pursuant to Code Section 481(a), no such adjustment has been madeproposed by the IRS, and no pending request for permission to change any accounting method has been submitted by SSIC. (s) SSIC has never been a member of an “affiliated group” as defined in Code Section 1504. SSIC does not have any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of U.S., state, local, or foreign Law) as a result of being a member of a consolidated or combined group, as a transferee or successor, by contract, or otherwise. (t) SSIC will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for any taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); (v) installment sale or open transaction disposition made on or prior to the Closing Date; or (vi) prepaid amount received on or prior to the Closing Date. (u) SSIC is not, and has not been, party to any “reportable transaction,” as defined in Code Section 6707A(c)(1) and Treasury Regulation Section 1.6011-4(b).

Taxes and Tax Returns. (a) Each of SIC and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and all such Tax Returns are accurate and complete, (ii) PMSC has paid all Taxes shown thereon as due and payable by it for or with respect to all periods up to and including the date hereof (iii) has duly paid without regard to whether or made provision for the payment of all not such Taxes that have been incurred are or are due were disputed), whether or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party to or is bound by shown on any Tax sharingReturn, allocation and PMSC has no knowledge of any facts or indemnification agreement or arrangement (other than circumstances that could give rise to a reasonable expectation that any Taxing Authority may assess any additional Taxes for any such an agreement or arrangement exclusively between or among SIC and its Subsidiaries as described in the SIC Disclosure Schedule)period. (b) Effective PMSC has filed on a timely basis (after giving effect to any extensions of time for filing) all Tax Returns that it was required to file. All such Tax Returns were accurate and complete in all respects and were prepared in substantial compliance with all applicable Laws and regulations. PMSC is not the year ending December 31beneficiary of any extension of time within which to file any Tax Return that has not been filed. No written claim that has not been resolved has ever been made by a Taxing Authority in a jurisdiction where PMSC does not file Tax Returns that PMSC is or may be subject to taxation by that jurisdiction and to the knowledge of PMSC, 2012, SIC made there are no such unwritten claims. PMSC has not given any currently effective waiver of any statute of limitations in respect of Taxes or agreed to any currently effective extension of time with respect to a valid election under Subchapter M of Chapter 1 Tax assessment or deficiency. There are no liens on any of the Code assets of PMSC that arose in connection with any failure (or alleged failure) to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, pay any Tax (excluding liens for Taxes not yet due and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Codepayable). (c) SIC PMSC has withheld and its Subsidiaries have complied in paid, or caused to be withheld and paid, 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, withheld from and paid over all amounts required to be so have been withheld and paid over under Applicable Lawsin connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (d) There are is no Liens dispute or claim concerning any liability for Taxes of PMSC either (i) claimed or raised by any Taxing Authority in writing, or (ii) as to which PMSC has knowledge based upon the assets personal contact with any agent of SIC such Taxing Authority. PMSC has delivered to Buyer correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or any agreed to by PMSC filed or received since December 31, 2004. Section 3.10(d) of the SubsidiariesPMSC Disclosure Schedule sets forth a complete and accurate list of Tax Returns of PMSC filed with respect to their respective taxable periods ended on or after December 31, except for Liens for Taxes not yet due 2004. None of such PMSC Tax Returns has been audited and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPnone of such PMSC Tax Returns currently is the subject of an audit. (e) Neither SIC nor The unpaid Taxes of PMSC (i) did not, as of the date of any Subsidiary Financial Statements of PMSC furnished to Buyer pursuant to Section 3.5, 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 any such Financial Statements (rather in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date; provided, however, that as an S corporation under Section 1361 and 1362 of the Code, PMSC is not subject to federal or State of South Carolina income Taxes and does not reserve for such Tax liability in its Financial Statements. (f) PMSC has granted 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. PMSC 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. PMSC is not a party to any waiverTax allocation or sharing agreement. PMSC (i) has never been a member of an “affiliated group,” as defined in Section 1504(a) of the Code, extensionfiling a consolidated federal income Tax Return other than a group the common parent of which is PMSC, and (ii) has no liability for the Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or comparable consent regarding foreign law), as a transferee or successor, by contract or otherwise. (g) PMSC has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361. (h) PMSC is not and has never been a party to any “reportable transaction,” as defined in Code § 6707A(c)(1) and Treas. Reg. § 1.6011-4(b). (i) PMSC (and any predecessor of PMSC) has been a validly electing S corporation within the application meaning of Sections 1361 and 1362 of the statute Code and in each state and local jurisdiction that follows or recognizes S corporation status under the Code where PMSC is required to file income tax Returns at all times since January 1, 1993 through the Closing Date. PMSC has no qualified subchapter S Subsidiaries within the meaning of limitations Section 1361(b)(3)(B) of the Code. PMSC will not be liable for any federal Tax for built-in gains under Section 1374 of the Code (or any corresponding or similar provision of state or local Law) in connection with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.the deemed sale of assets caused by the Section 338(h)(10)

Taxes and Tax Returns. (a) Each of SIC the Company and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC the Company or any Subsidiary for which SIC the Company does not have reserves that are adequate under GAAP. Neither SIC the Company nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC the Company and its Subsidiaries as described in the SIC Company Disclosure Schedule). Within the past five 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), neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. Neither the Company 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 Internal Revenue Service (the “IRS”) and no pending request for permission to change any accounting method has been submitted by the Company or any of its Subsidiaries. (b) Effective for as of August 1, 2005, the year ending December 31, 2012, SIC Company made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC The Company has qualified as a regulated investment company at all times subsequent to such electionAugust 1, 2005, and expects to qualify as such for its current taxable yearyear ending on the Closing Date. With respect to each relevant taxable yearAt all times since August 1, SIC 2005 the Company has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code and will either (i) satisfy such distribution requirements for its current taxable year ending on the Closing Date or (ii) make a Final Company Dividend declaration as set forth in Section 2.3(c). For any taxable year commencing prior to August 1, 2005 during which the Company was not a regulated investment company, the Company has no outstanding Taxes for which it does not have reserves adequate under GAAP. The Company has no “earnings and profits” accumulated in any taxable year in which the Company was not a regulated investment company under Subchapter M of Chapter 1 of the Code. (c) SIC PCF is classified (and at all times during its Subsidiaries have complied in all material respects with all Applicable Laws relating to existence, has been classified) as a disregarded entity for federal tax purposes under Section 301.7701-3 of the payment Income Tax Regulations. On the Company Disclosure Schedule, the Company has provided a description of the nature of the business conducted by PCF and withholding listed the assets held by PCF as of Taxes and haveJune 30, 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 Laws2009. (d) There are no Liens 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, 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 Taxes upon the assets of SIC described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of the Subsidiariesstate, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPlocal or foreign law). (e) Neither SIC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each Except as disclosed on Schedule 5.9 of SIC the Parent Disclosure Schedule: (i) each of Parent and its Subsidiaries (i) has duly and timely filed (including and will duly and timely file all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and has duly paid or made adequate provision for the payment of all Taxes and other governmental charges which have been incurred (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), and all such Tax Returns are accurate and complete, complete in all material respects; and (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for neither Parent nor any of its Subsidiaries is currently the payment beneficiary of all Taxes that have been incurred or are due or claimed any extension of time within which to be due from it by the IRS or file any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPmaterial Tax Return. There are no material disputes pendingpending related to, or written claims assertedasserted for, for Taxes or assessments upon SIC Parent or any Subsidiary of its Subsidiaries for which SIC Parent does not have reserves that adequate reserves. Proper and accurate amounts have been withheld by Parent and its Subsidiaries from their employees for all prior periods in compliance with the tax withholding provisions of applicable federal, state and local laws. There are adequate under GAAPno liens for Taxes upon any property or assets of Parent or its Subsidiaries except liens for current Taxes not yet due. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Taxes of Parent or any of its Subsidiaries for any period. Neither SIC Parent nor any Subsidiary of its Subsidiaries has filed a consent to the application of Section 341(f) of the Code. Neither Parent nor any of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355(a) of the Code. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement arrangement. Neither Parent nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated, combined or unitary Tax Return (other than such an agreement the affiliated group of which Parent is the common parent) or arrangement exclusively between has any liability for the Taxes of any person (other than Parent or among SIC and its Subsidiaries as described in the SIC Disclosure ScheduleSubsidiaries) under Treasury Regulation ss.1.1502-6 (or any similar provision of state, local or foreign law). (b) Effective for Neither Parent nor any of its Subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the year ending December 31aggregate, 2012, SIC made in the payment of any amount that will not be fully deductible as a valid election under Subchapter M result of Chapter 1 Section 162(m) of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code. (c) SIC and its 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, withheld from and paid over all amounts required to be so withheld and paid over under Applicable Laws. (d) There are no Liens for Taxes upon the assets of SIC or any similar provision of the Subsidiariesstate, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPlocal or foreign law). (e) Neither SIC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each Games and each of SIC and its Subsidiaries (i) has duly and timely filed (including or has had timely filed on its behalf) with the appropriate Tax Authorities all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it Games and all each of its Subsidiaries, and such Tax Returns are accurate true, correct, and complete, complete in all material respects. (iib) has paid all All material Taxes shown thereon as for which Games or any of its Subsidiaries is liable or are due and (iii) has duly paid payable on or made provision before the Closing Date have been timely paid, or in the case of Taxes not yet due and payable, an adequate accrual in accordance with GAAP for the payment of all such Taxes (exclusive of deferred tax assets and deferred tax liabilities or similar items that have reflect timing differences between tax and financial accounting principles) has been incurred or are due or claimed to be due from it by established on the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPGames Financial Statements. There are no material disputes pending, or written claims asserted, All liabilities for Taxes or assessments upon SIC or any Subsidiary for which SIC does not have reserves that are adequate under GAAP. Neither SIC nor any Subsidiary is a party attributable 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 SIC and its Subsidiaries as described the period commencing on the date following the date of the most recent Games Financial Statements were incurred in the SIC Disclosure Schedule). (b) Effective for the year ending December 31, 2012, SIC made a valid election under Subchapter M ordinary course of Chapter 1 of the Code to be taxed as a regulated investment company. SIC has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Codebusiness. (c) SIC There are no liens for Taxes upon any property or assets of Games or any of its Subsidiaries, except for liens for real and its Subsidiaries have complied in all material respects with all Applicable Laws relating to the payment personal property Taxes not yet due and withholding of Taxes 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 Lawspayable. (d) There No Federal, state, local or foreign Audits are presently pending with regard to any Taxes or Tax Returns of Games or its Subsidiaries and to the Knowledge of Games, no Liens for Taxes upon the assets of SIC or such Audit is threatened in writing by any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPTax Authority. (e) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any material Taxes or deficiencies against Games or any of its Subsidiaries. (f) Neither SIC Games nor any Subsidiary has granted of its Subsidiaries is a party to any waiveragreement providing for the allocation, extensionindemnification, or comparable consent regarding sharing of material Taxes other than any such agreement to which Games and any of its Subsidiaries are the application exclusive parties. (g) Neither Games nor any of its Subsidiaries has (i) been a member of an affiliated group (within the meaning of Section 1504 of the statute Code) or an affiliated, combined, consolidated, unitary, or similar group for state, local or foreign Tax purposes, other than the group of limitations with which Vivendi HoldCo is the common parent or (ii) any liability for or in respect of the Taxes of, or determined by reference to the Tax liability of, another Person (other than Games or any Taxes of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or Tax Return that is outstandingany similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise. (h) Neither Games nor any request of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for such waiver tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or consent (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions. (i) Neither Games nor any of its Subsidiaries has been madeagreed or is required to include in income any material adjustment under either Section 481(a) or Section 482 of the Code (or an analogous provision of state, local or foreign Law) by reason of a change in accounting method or otherwise.

Taxes and Tax Returns. (a) Each OCSI and each of SIC and its Consolidated Subsidiaries (i) has duly and timely filed (including taking into account all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it and on or prior to the date of this Agreement (all such Tax Returns are being accurate and completecomplete in all material respects), (ii) has paid all material Taxes shown thereon as due arising and (iii) 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 the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of OCSI or any Consolidated Subsidiary has been examined by the 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 SIC OCSI or any Subsidiary of its Consolidated Subsidiaries for which SIC OCSI does not have reserves that are adequate under GAAP. Neither SIC OCSI nor any Subsidiary of 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 SIC OCSI and its Consolidated Subsidiaries). Within the past five 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), neither OCSI nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify 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 described it relates to Section 355 of the Code) applied or was intended to apply. Neither OCSI nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the SIC Disclosure ScheduleCode, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by OCSI or any of its Consolidated Subsidiaries. Neither OCSI 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 OCSI 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) Effective for the year ending December 31, 2012, SIC OCSI made a valid election under Part I of Subchapter M of Subtitle A, Chapter 1 1, of the Code to be taxed as a “regulated investment company” (a “RIC”). SIC OCSI has qualified as a regulated investment company RIC at all times subsequent to such electionsince the beginning of its taxable year ending September 30, 2013 and expects to continue to so qualify through the Effective Time. No challenge to OCSI’s status as such for its current a RIC is pending or has been threatened orally or in writing. For each taxable year. With respect to each relevant taxable yearyear of OCSI ending on or before the Effective Time, SIC OCSI has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the CodeCode (assuming for these purposes that any Tax Dividend declared by OCSI after the date of this Agreement has been timely paid). (c) SIC Prior to the Effective Time, OCSI 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, OCSI shall have declared a Tax Dividend with respect to the final taxable year ending with its complete liquidation. (d) OCSI and its Consolidated Subsidiaries have complied in all material respects with all Applicable applicable Laws relating to the payment and withholding of Taxes and have, within the time and in the manner prescribed by Applicable applicable Law, in all material respects, withheld from and paid over all amounts required to be so withheld and paid over under Applicable applicable Laws. (de) OCSI is not aware of any fact or circumstance that could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (f) OCSI has no “earnings and profits” for U.S. federal income Tax purposes described in Section 852(a)(2)(B) of the Code. (g) Section 3.11(g) of the OCSI Disclosure Schedule lists each asset the disposition of which would be subject to the 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 of “net unrealized built-in gain” (within the meaning of Section 1374(d) of the Code) on each such asset. Other than such assets listed in Section 3.11(g) of the OCSI Disclosure Schedule, OCSI 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 OCSI or any of its Consolidated Subsidiaries does not file Tax Returns that OCSI 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 OCSI nor any of its Consolidated Subsidiaries has, or has ever had, a permanent establishment in any country other than the United States. (j) Neither OCSI nor any of its Consolidated Subsidiaries has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (k) Neither OCSI nor any of its Consolidated Subsidiaries has any liability for the Taxes of another Person other than OCSI 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 OCSI 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 OCSI or any of its Consolidated Subsidiaries). (m) There are no material Liens for Taxes upon the assets of SIC or any of the Subsidiaries, except for Liens for (other than Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (epayable) Neither SIC nor upon any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute assets of limitations with respect to OCSI or any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been madeof its Consolidated Subsidiaries.

Taxes and Tax Returns. (a) Each of SIC the Company and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and complete, (ii) has paid all Taxes shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC the Company or any Subsidiary for which SIC the Company does not have reserves that are adequate under GAAP. Neither SIC the Company nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among SIC the Company and its Subsidiaries as described in the SIC Company Disclosure Schedule). Within the past five 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), neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. Neither the Company 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 Internal Revenue Service (the “IRS”) and no pending request for permission to change any accounting method has been submitted by the Company or any of its Subsidiaries. (b) Effective for as of August 1, 2005, the year ending December 31, 2012, SIC Company made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment company. SIC The Company has qualified as a regulated investment company at all times subsequent to such electionAugust 1, 2005, and expects to qualify as such for its current taxable yearyear ending on the Closing Date. With respect to each relevant taxable yearAt all times since August 1, SIC 2005 the Company has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the Code and will either (i) satisfy such distribution requirements for its current taxable year ending on the Closing Date or (ii) make a Final Company Dividend declaration as set forth in Section 2.3(c). For any taxable year commencing prior to August 1, 2005 during which the Company was not a regulated investment company, the Company has no outstanding Taxes for which it does not have reserves adequate under GAAP. The Company has no "earnings and profits" accumulated in any taxable year in which the Company was not a regulated investment company under Subchapter M of Chapter 1 of the Code. (c) SIC PCF is classified (and at all times during its Subsidiaries have complied in all material respects with all Applicable Laws relating to existence, has been classified) as a disregarded entity for federal tax purposes under Section 301.7701-3 of the payment Income Tax Regulations. On the Company Disclosure Schedule, the Company has provided a description of the nature of the business conducted by PCF and withholding listed the assets held by PCF as of Taxes and haveJune 30, 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 Laws2009. (d) There are no Liens 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, 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 Taxes upon the assets of SIC described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of the Subsidiariesstate, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAPlocal or foreign law). (e) Neither SIC nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made.

Taxes and Tax Returns. (a) Each of SIC KCAP and its Subsidiaries (i) has duly and timely filed (including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement and all such Tax Returns are accurate and complete, (ii) has paid all Taxes whether or not shown thereon as due and (iii) has duly paid or made provision for the payment of all Taxes that have been incurred or are due or claimed to be due from it by the IRS or any other federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon SIC KCAP or any Subsidiary for which SIC KCAP does not have reserves that are adequate under GAAP. Neither SIC KCAP nor any Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement or similar contract or arrangement (other than such an agreement or arrangement exclusively between or among SIC KCAP and its Subsidiaries as described in Section 4.10(a) of the SIC KCAP Disclosure Schedule). No claim has ever been made by a Taxing Authority in a jurisdiction where KCAP or any Subsidiary does not file Tax Returns that such entity is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction, and, to KCAP’s knowledge, there is no basis for any such claim to be made. (b) Effective for the year ending December 31, 2012, SIC KCAP previously made a valid election under Subchapter M of Chapter 1 of the Code to be taxed as a regulated investment companycompany beginning with its taxable year ended 2006. SIC KCAP has qualified as a regulated investment company at all times subsequent to such election, and expects to qualify as such for its current taxable year. With respect to each relevant taxable year, SIC KCAP has satisfied the distribution requirements imposed on a regulated investment company under Section 852 of the CodeCode and will satisfy the distribution requirements for its current taxable year. (c) SIC KCAP and its 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 Lawsuch Laws, withheld from and paid over all amounts required to be so withheld and paid over under Applicable such Laws. (d) There are no Liens for Taxes upon the assets of SIC KCAP or any of the Subsidiaries, except for Liens for Taxes not yet due and payable and Liens for Taxes that are both being contested in good faith and adequately reserved for in accordance with GAAP. (e) Neither SIC KCAP nor any Subsidiary has granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any Taxes or Tax Return that is outstanding, nor any request for such waiver or consent has been made. (f) No Subsidiary of KCAP is a “specified foreign corporation” as defined in Section 965(e) of the Code. (g) KCAP does not have any liability for the Taxes of any other Person 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.