Common use of Taxes Clause in Contracts

Taxes. (a) All material Tax Returns required to be filed by or with respect to Kemmerer and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (ai) All material Tax Returns required to be filed by or with respect to Kemmerer each of the Company and the Assets its Subsidiaries have been timely filed, or requests for extensions to file such Tax Returns have been timely filed, granted and have not expired, and all such Tax Returns are complete and correct correct, except to the extent that such failures to file, to have extensions granted that remain in all material respectseffect or for such Tax Returns to be complete or correct, and all individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. All material Taxes that are due and payable by or with respect to the Assets Company and its Subsidiaries have been paid or properly accrued in full or adequately accruedaccordance with GAAP. The time for filing any Since the date of the most recent SEC Reports, no Tax Return to be filed liability with respect to the Assets Company and its Subsidiaries has not been extendedincurred outside the ordinary course of business or otherwise inconsistent with past custom and practice. (bii) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and No deficiencies for which adequate reserves any Taxes have been made proposed, asserted or assessed in accordance with GAAP) with writing in respect of or against the Company or any of its Subsidiaries that are not adequately reserved for in the financial statements of the Company included in the Company Financial Statements, except for deficiencies that, individually or in the aggregate, would not reasonably be expected to Kemmerer or have a Material Adverse Effect on the Assets for any Taxes, and no material assessment, deficiency, or adjustment Company. No written claim has been asserted made to the Company or proposed any of its Subsidiaries by a Governmental Entity in writing with respect a jurisdiction where the Company or any of its Subsidiaries does not file an income or franchise Tax Return that any of the Company or its Subsidiaries is or may be subject to any income or franchise Taxes or Tax Returns of or with respect to Kemmerer and the Assetsin that jurisdiction. (ciii) No material Tax audits None of Parent, the Company or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of their Subsidiaries has taken any action that could reasonably be expected to prevent the Membership Interests Distribution from qualifying as a distribution eligible for non-recognition under Sections 355(a) and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d361(c) of the Code. (jiv) There are no Other than the Distribution and the Regarded Internal Distributions (ias defined in the Tax Matters Agreement), within the past five (5) obligations years, none of the Company or its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to make such distribution treated the distribution as one to which Section 355 of the Code is applicable. (v) Except for the Transaction Agreements, none of the Company or any of its Subsidiaries is a payment party to any Person Tax sharing or Tax indemnity agreements (excluding any commercial agreements not primarily relating to Taxes). (vi) None of the Company or any of its Subsidiaries has agreed to make, or is required to make, any material adjustment affecting any open taxable year or period under any Tax allocation or Tax-sharing agreement; (iiSection 481(a) obligations to pay of the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (Code or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing law by reason of a change in accounting methods or other agreement or arrangement with any taxing authority that will survive the Closingotherwise. (kvii) None Neither the Company nor any of its Subsidiaries has any material liability under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Applicable Law), as a transferee or successor, or pursuant to any contractual obligation for any Taxes of any Person other than the Company or any of its Subsidiaries. (viii) Neither the Company nor any of its Subsidiaries has engaged in one of the Assets includes any equity interests types of transactions the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction,” as set forth in or Treasury Regulation Section 1.6011-4(b)(2). (ix) No later than the Effective Time, Parent will have received the opinion of any Person, PricewaterhouseCoopers LLP (i) concluding that the Distribution “will” qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and none Section 361 of the Assets are subject Code (other than with respect to any cash in lieu of fractional shares) and (ii) concluding that the Regarded Internal Distributions (as defined in the Tax partnership agreement Matters Agreement) “should” or provisions requiring a partnership “will” qualify as tax-free for U.S. federal income Tax Return to be filed tax purposes under Subchapter K of Chapter 1 of Subtitle A Sections 355 and Section 361 of the CodeCode (other than with respect to cash in lieu of fractional shares), which opinion shall not have been amended, replaced or revoked as of the Effective Time.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) All material Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or with respect prior to Kemmerer the date of this Agreement, and the Assets have been timely filed, all each such Tax Returns are Return is correct and complete and correct in all material respects, respects and all material Taxes due and payable by or with respect to the Assets have been (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or adequately accrued. The time there has been paid or such provision has been made on its behalf for filing any Tax Return to be filed with respect its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the Assets has not been extendeddate of this Agreement, except for those Taxes being contested in good faith. (b) There are no material disputes Liens for Taxes upon any property or claims (other than disputes assets of the Company or claims being contested in good faith through appropriate proceedings any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been made established in accordance with GAAPGAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with respect regard to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with respect regard to any Taxes or Tax Returns of the Company or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, orany of its Subsidiaries and, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any knowledge of the Membership Interests and the Assets other thanCompany, in the case of the Assets, Permitted Liensno such Audit is threatened. (e) All material An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes required to be withheldfor such periods have expired) for all periods through and including 1996, collected or deposited by or with respect to Kemmerer and the Assets no adjustments were asserted as a result of such Audits which have not been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityfinally resolved and fully paid. (f) There are no outstanding agreements agreements, consents or waivers extending to extend the statutory period of limitations applicable statutory periods to the assessment or payment of limitation for any material Taxes associated or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to Kemmerer or the Assets for any periodTaxes is in force. (g) Contributor Neither the Company nor any of its Subsidiaries is not a “foreign person” party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1445(f)(31504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner has filed since 1994 a consolidated return for United States federal income tax purposes. (h) For Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal income tax purposes, Kemmerer was a “C” corporation from Tax Return other than the date affiliated group in which they are currently members and of incorporation until which the date immediately prior to Company is the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its ownercommon parent. (i) At least 90% With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the gross income generated by Merger for the Assets is income that constitutes “qualifying income” within the meaning payment of any amount described in Section 7704(d162(m)(1) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Tax Returns required to be filed by on or with respect prior to Kemmerer and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respects, and all material Taxes due and payable Closing Date by or with respect to the Assets or the operations or the income of Seller and its Subsidiaries have, within the time and manner prescribed by law, been duly filed with the appropriate tax authorities. All such Tax Returns are true, correct, and complete in all material respects and all Taxes shown to be due on such Tax Returns have been paid. Seller and its Subsidiaries have timely paid in full or adequately accrued. The time for filing any Tax Return caused to be filed with respect paid all Taxes required to be paid or have made adequate reserves therefor for all taxable years or periods ending on or before the Assets has not been extendedClosing Date and for the portion of the taxable year or period through and including the Closing Date in the case of any Straddle Period. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and Encumbrances for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or Taxes upon any of the Assets or upon the stock of any Seller's Purchased Subsidiary or upon the assets or properties of any Seller's Purchased Subsidiary except for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any statutory liens for Taxes or Tax Returns of or with respect to Kemmerer and the Assetsnot yet due. (c) No Each Seller's Purchased Subsidiary (i) have prepared in good faith and duly and timely filed all material Tax audits Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all respects, (ii) have paid all Taxes that are required to be paid on or administrative or judicial proceedings have been or are being conducted, or, prior to the Knowledge of ContributorClosing Date or that any Seller's Purchased Subsidiary is obligated to withhold on or prior to the Closing Date from amounts owing to any employee, are pending creditor or are proposed third party, except with respect to Kemmerer matters contested in good faith or adequately reserved on the books of the Seller's Purchased Subsidiary, and the Assets.(iii) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (d) There are no Liens not pending or threatened in writing any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters of any Seller's Purchased Subsidiary. The Tax Returns of each Seller's Purchased Subsidiary for the taxable periods ended before January 1, 1995 have been examined by the appropriate Governmental Entity (or the applicable statute of limitations for the assessment of Taxes on for such periods has expired). A list of all audits, examinations or investigations commenced or completed with respect to any Seller's Purchased Subsidiary with respect to taxable periods ending after December 31, 1994 is set forth in Section 4.24(d) of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens.Disclosure Schedule; (e) All material Taxes required No Seller's Purchased Subsidiary is a party to, is bound by, or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, and no Seller's Purchased Subsidiary has any potential liability or obligation to be withheldany person as a result of, collected or deposited pursuant to, any such agreement, contract or arrangement; (f) No power of attorney has been granted by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated Business Subsidiary with respect to Kemmerer or the Assets for any period.matter relating to Taxes; (g) Contributor No Seller's Purchased Subsidiary is not a “foreign person” as defined party to any agreement, plan, contract or arrangement (whether oral or in writing) that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 1445(f)(3) 280G of the CodeCode or any similar provision of state, local or foreign law; (h) All material Tax deficiencies which have been claimed, proposed or asserted against any Seller's Purchased Subsidiary have been fully paid or finally settled, and no issue has been raised in any examination by any Tax authority, which, by application of similar principles, could reasonably be expected to result in the rules and Treasury Regulations promulgated thereunderproposal or assertion of a material Tax deficiency for another year not so exam ined; (i) No Seller's Purchased Subsidiary has been a member of any affiliated group within the meaning of Section 1504 of the Code (or similar state, local, or foreign filing group). (j) Each of Seller's Purchased Subsidiaries have receipts or other appropriate documentation for all material foreign taxes, charges, fees, levies or other assessments paid or accrued from January 1, 1994; (k) With respect to each Seller's Purchased Subsidiary that is classified as a partnership for United States federal income tax purposes or any Asset that is an interest in an entity disregarded that is classified as separate from its owner a partnership for United States federal income tax purposes., (i) each such partnership has complied with all applica ble requirements of the Code, including but not limited to the registration and investor list requirements applicable to tax shelters; (ii) all partnership allocations comply with the requirements of Section 704 of the Code and (iii) the capital account with respect to any interest in such partnership being acquired hereunder or owned by any Seller Purchased Subsidiary does not have a deficit balance that is required to be restored; (hl) For Other than any Tax Returns which have not yet been required to be filed, Seller has made available to Purchaser true and correct copies of the United States federal income tax purposesTax Return and any material state, Kemmerer was local or foreign Tax Return filed by each Seller's Purchased Subsidiary for each of the taxable years ended December 31, 1997, 1998, and 1999; (m) Section 4.24(m) of the Disclosure Schedule sets forth (i) all material elections with respect to Taxes of each Seller's Purchased Subsidiary and (ii) all foreign, state and local jurisdictions in which any Seller's Purchased Subsid iary is or has been subject to Tax and each material type of Tax payable in such jurisdiction during the taxable years ended December 31, 1999 and 2000; (n) Seller has previously delivered or made available to Purchaser complete and accurate copies of each of (i) all material audit reports, letter rulings, technical advice memoranda, and similar documents issued by a “C” corporation governmen tal authority from December 31, 1997 relating to the United States federal, state, local or foreign Taxes due from or with respect to any Seller's Purchased Subsidiary and (ii) any closing agreements entered into by any Seller's Purchased Subsidiary with any Tax authority in each case existing on the date of incorporation until hereof. Seller will deliver to Purchaser all materials with respect to the foregoing for all matters arising after the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its ownerhereof. (io) At least 90% of the gross No Seller's Purchased Subsidiary is required to include in income generated by the Assets is income that constitutes “qualifying income” within the meaning of any adjustment pursuant to Section 7704(d481(a) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 Code (or any similar provision of state, local or foreign Law); (iiilaw) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or by reason of any Person, and none voluntary change in account ing method (nor has any Governmental Entity proposed in writing any such adjust ment or change of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codeaccounting method).

Taxes. (a) All material Except as would not have a Holdings Material Adverse Effect or as set forth on Section 4.9 of the Holdings Disclosure Schedule: (i) Each of Holdings and Worldwide (A) has filed (or there has been filed on its behalf) with the appropriate Governmental Entities all Tax Returns required to be filed by or with respect to Kemmerer it, and the Assets have been timely filed, all such Tax Returns are true, correct and complete and correct in (B) has paid all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended.it; (bii) There are no material disputes outstanding waivers in writing or claims comparable consents regarding the application of any statute of limitations in respect of Taxes of Holdings or Worldwide; (other than disputes iii) There is no action, suit, investigation, audit, claim or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted assessment pending or proposed in writing or threatened in writing with respect to any Taxes of Holdings or Tax Returns Worldwide and to the best of or with respect to Kemmerer and the Assets.Holdings' knowledge, no basis exists therefor; (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (div) There are no Liens for Taxes on any upon the assets of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens.Holdings or Worldwide except Liens relating to current Taxes not yet due; (ev) All material Taxes which Holdings or Worldwide are required by law to be withheldwithhold or to collect for payment have been duly withheld and collected, collected and have been paid or deposited accrued, reserved against and entered on the books of Holdings in accordance with GAAP; and (vi) No power of attorney which is currently in force has been granted by or with respect to Kemmerer and the Assets have been timely withheld, collected Holdings or deposited, as the case may be, and, Worldwide with respect to the extent required, have been paid any matter relating to the relevant taxing authorityTaxes. (fb) There are no outstanding agreements Except as would not have a Holdings Material Adverse Effect, Holdings and its subsidiaries have previously delivered or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect made available to Kemmerer or the Assets for any period. Laser (gand its representatives) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, complete and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner.accurate copies of: (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code.all audit reports, letter rulings, technical advice memoranda relating to United States federal, state, local and foreign Taxes due from or with respect to Holdings or its subsidiaries; (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations United States federal Tax Returns (to pay the Taxes of any Person as a transferee or successorextent that such Tax Returns relate to Holdings and its subsidiaries), by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of and those state, local or foreign LawTax Returns filed by (or on behalf of) Holdings or any of its subsidiaries (to the extent that such Tax Returns relate to Holdings and its subsidiaries) (including, in each case, workpapers related to such Tax Returns); ; (iii) obligations under any record retention, transfer pricing, closing agreements entered into by Holdings or other agreement or arrangement any of its subsidiaries with any taxing authority that will survive authority, in each case existing on the Closing.date hereof; and (kiv) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement Sharing Arrangements and Tax indemnity arrangements to which Holdings or provisions requiring any of its subsidiaries was a partnership income Tax Return party at any time prior to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodeClosing Date. Holdings and its subsidiaries will deliver or make available to Laser (and its representatives) all similar materials for all matters arising after the date hereof.

Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (ai) All Each income or franchise Tax Return and each other material Tax Returns Return required to be filed with any Taxing Authority by Parent or any of its Subsidiaries has been filed when due and is true and complete in all material respects; (ii) Parent and each of its Subsidiaries has timely paid to the appropriate Taxing Authority all Taxes shown as due and payable on all Tax Returns that have been so filed; (iii) the accruals and reserves with respect to Taxes as set forth on the Parent Balance Sheet are adequate (as determined in accordance with GAAP); (iv) adequate accruals and reserves (as determined in accordance with GAAP) have been established for Taxes attributable to taxable periods (or portions thereof) from the Parent Balance Sheet Date; (v) there is no action, suit, investigation, proceeding or audit pending or, to Parent’s knowledge, threatened against or with respect to Kemmerer and Parent or any of its Subsidiaries in respect of any material Tax; and (vi) there are no Liens for material Taxes on any of the Assets assets of Parent or any of its Subsidiaries other than Liens for Taxes not yet due or being contested in good faith (and, in either case, which have been timely filed, all such Tax Returns are complete and correct in all material respects, and all material Taxes due and payable by disclosed on Section 5.14(a)(vi) of the Parent Disclosure Schedule) or with respect to the Assets for which adequate accruals or reserves have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to established on the Assets has not been extendedParent Balance Sheet. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith The income and franchise Tax Returns of Parent and its Subsidiaries through appropriate proceedings and for which adequate reserves the Tax year ended December 31, 1993 have been made in accordance with GAAP) examined and the examinations have been closed or are Tax Returns with respect to Kemmerer or which the Assets applicable period for any Taxes, and no material assessment, deficiencyafter giving effect to extensions or waivers, or adjustment has been asserted or proposed in writing with respect to any Taxes or expired. The federal Tax Returns of or with respect to Kemmerer have been examined and the Assetsapplicable federal statute of limitations (including extensions) have expired for Tax years through December 31, 2000 as well as for Tax years December 31, 2007 and December 31, 2008. (c) No material Tax audits jurisdiction in which Parent or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is its Subsidiaries does not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income file Tax Returns has asserted that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (Parent or any similar provision of state, local its Subsidiaries is or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority may be liable for Tax in that will survive the Closingjurisdiction. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Except as may be specified in Section 4.11(a) of the Company Disclosure Schedule, (i) each of the Company and its Subsidiaries has duly and timely filed all Tax Returns required to be have been filed by or with respect to Kemmerer the Company or such Subsidiary, (ii) each such Tax Return correctly and completely reflects all liability for Taxes and all other information required to be reported thereon, (iii) all Taxes owed by the Assets Company and each Subsidiary of the Company (whether or not shown on any Tax Return) have been timely filedpaid, and (iv) each of the Company and its Subsidiaries has adequately provided for, in its books of account and related records, all Liability for unpaid Taxes, being current Taxes not yet due and payable. (b) Except as may be specified in Section 4.11(b) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld and paid by it and has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto. (c) Except as may be specified in Section 4.11(c) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries (i) is the beneficiary of any extension of time within which to file any Tax Return, nor has Company or any of its Subsidiaries made (or had made on its behalf) any requests for such extensions, or (ii) has waived (or is subject to a waiver of) any statute of limitations in respect of Taxes or has agreed to (or is subject to) any extension of time with respect to a Tax assessment or deficiency. (d) Section 4.11(d) of the Company Disclosure Schedule indicates those Tax Returns that have been audited and those Tax Returns that currently are complete and correct the subject of audit. Except as set forth in all material respects, and all material Taxes due and payable by Section 4.11(d) of the Company Disclosure Schedule (i) there is no Action now pending or threatened against or with respect to the Assets have been paid Company or any of its Subsidiaries in full or adequately accrued. The time for filing respect of any Tax Return to be filed with respect to the Assets has not been extended. or any assessment or deficiency, and (bii) There there are no material disputes or claims liens for Taxes (other than disputes or claims being contested in good faith through appropriate proceedings current Taxes not yet due and for which adequate reserves have been made in accordance with GAAPpayable) with respect to Kemmerer or upon the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any assets of the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensCompany. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and Section 4.11(e) of the Assets have been timely withheld, collected or depositedCompany Disclosure Schedule lists, as of the case date of this Agreement, all jurisdictions in which the Company or any of its Subsidiaries currently files Tax Returns. No claim has been made by any Taxing Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that any of them is or may be, and, be subject to the extent required, have been paid to the relevant taxing authoritytaxation by that jurisdiction or that any of them must file Tax Returns. (f) There are no outstanding agreements None of the assets or waivers extending properties of the applicable statutory periods Company or any of limitation for its Subsidiaries constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code. Neither the Company nor any material Taxes associated with respect of its Subsidiaries is a party to Kemmerer any “safe harbor lease” within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982, or to any “long-term contract” within the Assets for meaning of Section 460 of the Code. Neither the Company nor any period. (gof its Subsidiaries has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) Contributor of the Code. Company is not a “foreign person” as defined within the meaning of Section 1445 of the Code. (g) Neither the Company nor any of its Subsidiaries has agreed to or is required to make by reason of a change in accounting method or otherwise, or could be required to make by reason of a proposed or threatened change in accounting method or otherwise, any adjustment under Section 1445(f)(3481(a) of the Code, and . Neither the rules and Treasury Regulations promulgated thereunder, or an entity disregarded Company nor any of its Subsidiaries has been the “distributing corporation” (within the meaning of Section 355(c)(2) of the Code) with respect to a transaction described in Section 355 of the Code within the 5-year period ending as separate from its owner for United States federal income tax purposesof the date of this Agreement. (h) For No Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction has, or at any time has had, an investment in “United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying incomeproperty” within the meaning of Section 7704(d956(c) of the Code. No Subsidiary of the Company is, or at any time has been, a passive foreign investment company within the meaning of Section 1297 of the Code and neither Company nor any of its Subsidiaries is a shareholder, directly or indirectly, in a passive foreign investment company. No Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction is, or at any time has been, engaged in the conduct of a trade or business within the United States, or treated as or considered to be so engaged. (ji) There are no Neither the Company nor any of its Subsidiaries (i) obligations has ever been a party to make a payment to any Person under any Tax allocation or Tax-sharing agreement or Tax indemnification agreement; , (ii) obligations has ever been a member of an affiliated, consolidated, condensed or unitary group, or (iii) has any Liability for or obligation to pay the Taxes of any other Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section Treas. Reg. 1.1502-6 (or any similar provision of Tax Law), or as transferee or successor, by Contract or otherwise. Neither the Company nor any of its Subsidiaries is a party to any joint venture, partnership, or other arrangement that is treated as a partnership for federal income tax purposes. (j) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any: (i) intercompany transactions or excess loss accounts described in Treasury regulations under Section 1502 of the Code (or any similar provision of state, local local, or foreign Tax Law); , (ii) installment sale or open transaction disposition made on or prior to the Effective Time, or (iii) obligations under any record retention, transfer pricing, closing prepaid amount received on or other agreement or arrangement with any taxing authority that will survive prior to the ClosingEffective Time. (k) None The Company has not entered into any transaction that constitutes a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (l) Section 4.11(l) of the Assets includes Company Disclosure Schedule lists each person who the Company reasonably believes is, with respect to the Company or any equity interests in Affiliate of the Company, a “disqualified individual” within the meaning of Section 280G of the Code and the Regulations thereunder. (m) Neither the Company nor, to the Knowledge of Company, any of its Affiliates has taken or agreed to take any action (other than actions contemplated by this Agreement) that would reasonably be expected to prevent the Merger from constituting a “reorganization” under Section 368 of the Code. The Company is not aware of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring plan to which the Company or any of its Affiliates is a partnership income Tax Return party or other circumstances relating to the Company or any of its Affiliates that could reasonably be filed expected to prevent the Merger from so qualifying as a “reorganization” under Subchapter K of Chapter 1 of Subtitle A Section 368 of the Code. (n) Except as may be specified in Section 4.11(l) of the Company Disclosure Schedule, the unpaid Taxes of the Company (i) did not, as of the date of the Most Recent Company Balance Sheet, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto), and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns. Since the date of the Most Recent Company Balance Sheet, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business consistent with past custom and practice.

Taxes. (a) All material The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or with respect to Kemmerer and the Assets have been timely filed, file under applicable laws; all such Tax Returns are complete true and correct accurate and have been prepared in compliance with all material respects, and applicable laws; the Company has paid all material Taxes due and payable owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1999, the charges, accruals and reserves for Taxes with respect to the Assets have been paid in full or adequately accrued. The time Company (including any provisions for filing deferred income taxes) reflected on the books of the Company are adequate to cover any Tax Return liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to be filed with respect to the Assets has not been extended. (b) taxation by that jurisdiction. There are no material disputes foreign, federal, state or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax local tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed being conducted with respect to Kemmerer and the Assets. (d) Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no Liens for Taxes on any material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to ss. 7121 of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected Internal Revenue Code or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (predecessor provision thereof or any similar provision of state, local or foreign Law)law; and (iiiB) obligations under has not agreed to or is required to make any record retentionadjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, transfer pricinglocal or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, closing or other agreement or arrangement has any application pending with any taxing authority requesting permission for any changes in accounting methods that will survive relate to the Closing. (k) None business or operations of the Assets includes any equity interests in or Company. The Company has not been a United States real property holding corporation within the meaning of any Person, and none ss. 897(c)(2) of the Assets are subject Internal Revenue Code during the applicable period specified in ss. 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under ss. 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. ss. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any Tax partnership tax sharing agreement. The Company has not made any payments, is not obligated to make payments nor is it a party to an agreement or provisions requiring a partnership income Tax Return that could obligate it to make any payments that would not be filed deductible under Subchapter K of Chapter 1 of Subtitle A ss. 280G of the Internal Revenue Code.. For purposes of this Section 2.1(o):

Taxes. (ai) All Each of Echo Holdco and its Subsidiaries has (A) timely filed all material Tax Returns required to be filed by or with respect to Kemmerer it and the Assets have been (B) timely filed, paid all Taxes shown as due on such Tax Returns. All such Tax Returns are were correct and complete and correct in all material respects, . Each of Echo Holdco and its Subsidiaries has withheld and paid all material Taxes due and payable by or with respect required to the Assets have been withheld and paid by it in full connection with any amounts paid or adequately accrued. The time for filing owing to any Tax Return to be filed with respect to the Assets has not been extendedPerson. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (dii) There are no Liens for Taxes (except for Taxes not yet due or for which adequate reserves have been established on the Balance Sheet of the Echo Business in accordance with GAAP) upon any of the Membership Interests and the Assets other than, assets or properties included in the case of the Assets, Permitted LiensEcho Business. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (fiii) There are no outstanding agreements U.S. federal, state, local or waivers extending the applicable statutory periods of limitation for non-U.S. Tax audits currently pending with regard to any material Taxes associated with respect or Tax of Echo Holdco or any of its Subsidiaries in which a Taxing Authority has raised an issue that relates to Kemmerer the Echo Business, and to the knowledge of the Echo Parties, no such Tax audit is threatened. To the knowledge of the Echo Parties, no claim has ever been made by a Taxing Authority in a jurisdiction where Echo Holdco or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction as a consequence of operating the Assets for any periodEcho Business. (giv) Contributor is not None of Echo Holdco and its Subsidiaries (A) has, during the last eight years, been a “foreign person” as defined in Section 1445(f)(3member of an affiliated, consolidated, combined or unitary group (other than any such group the common parent of which was Echo Holdco or a Subsidiary of Echo Holdco) of or (B) during the Codetwo-year period ending on the date hereof, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” distributing corporation from the date of incorporation until the date immediately prior or a controlled corporation in a transaction intended to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated be governed by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) 355 of the Code. (jv) There are no None of Echo Holdco and its Subsidiaries will be required to include in or for, or allocate with respect to, a Post-Closing Tax Period a material amount of taxable income attributable to income economically realized in a Pre-Closing Tax Period (inor has any material deduction economically attributable to a Post-Closing Tax Period been claimed in a Pre-Closing Tax Period), including as a result of any (A) obligations change in accounting method made prior to make the Closing Date, (B) closing or similar agreement with any Tax authority entered into prior to the Closing, (C) installment sale or open transaction disposition made on or prior to the Closing Date, (D) election under Section 108(i) of the Code or (E) prepaid amount received prior to the Closing Date. (vi) None of Echo Holdco and its Subsidiaries is a payment party to any Person under any Tax allocation understanding or Tax-sharing agreement; (iiarrangement described in Section 6662(d)(C)(ii) obligations to pay of the Taxes Code, or has participated in a “listed transaction” within the meaning of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.15021.6011-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing4. (kvii) None Notwithstanding any other provision of this Agreement, nothing in this Agreement (including this Section 4.01(t) or otherwise) shall be construed as providing a representation or warranty with respect to the Assets includes existence, amount, expiration date or limitations on (or availability of) any equity interests in Tax asset or method of Tax accounting of any Person, and none of the Assets are subject to any Echo Holdco or its Subsidiaries for a Post-Closing Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodePeriod.

Taxes. Other than as set forth in Section 2.10 of the Company Disclosure Schedule, (a) All material The Company (i) has timely filed with each appropriate Governmental Body all Tax Returns required to be filed by or with respect to Kemmerer it, and the Assets (ii) has fully and timely paid all Taxes due and owing by it (whether or not such Taxes have been timely filed, all reflected on any Tax Return). All such Tax Returns are true, correct and complete and correct in all material respectsrespects and no such Tax Return has been amended. All Taxes that the Company has been required by Law to withhold or to collect for payment have been duly withheld and collected, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect over to the Assets has not been extendedappropriate Governmental Body or are being held by the Company for such payment in compliance with all applicable legal requirements. (bi) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) pending Claims by any Governmental Body that has provided written notice thereof to the Company with respect to Kemmerer Taxes relating to the Company; (ii) no extension or waiver of the Assets limitation period applicable to any Tax Return of the Company (including, without limitation, any such period to file any such Tax Return or for the assessment, collection or payment of any Taxes, and no material assessment, deficiency, or adjustment ) has been asserted requested, granted or proposed is in writing effect; (iii) no Tax Return of the Company is currently under audit by any Governmental Body; and (iv) the Company has not received any written notice of adjustment from any Governmental Body with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the AssetsCompany. (c) No material The Company has no liability for the Taxes of any Person under any provision of state, local or foreign law, as a transferee or successor by contract, or otherwise, or has ever been a party to, or bound by, any Tax audits indemnity agreement, Tax sharing agreement, Tax allocation agreement or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assetssimilar contract. (d) There are no Liens for Taxes Tax liens on any assets of the Membership Interests and the Assets Company, other than, in the case of the Assets, than Permitted Liens. (e) All material Taxes The Company is not doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required Tax Returns, and no notice or inquiry has been received by the Company from any Governmental Body with which Tax Returns have not been filed by the Company to the effect that the filing of Tax Returns may be required. The Company is not required to file any Tax Returns in any jurisdiction outside Canada. (f) The Company has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired. (g) The Company has not agreed to, and is not required to, make any adjustment to income or expenses resulting in an adjustment in future years pursuant to any provision of any state, local or foreign law, including as a result of any change in method of accounting. (h) The Company is not subject to, and has not requested, any ruling or notice of determination of, or agreement with, any Taxing Authority. (i) The Company has not engaged in any “reportable transactions” within the meaning of Treasury Regulations Section 1.6011-4(b) or Section 237.3 of the Tax Act. (j) The Company has not acquired assets from another corporation in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor. (k) The Company will not be withheldrequired to include any material item of income in, collected or deposited by exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) that begins after the Closing Date as a result of (i) any change in method of accounting adopted before the Closing, (ii) any installment sale or open transaction disposition, intercompany transaction or intercompany account made or existing on or before the Closing, (iii) prepaid amount received on or prior to the Closing, (iv) “closing agreement” made before the Closing with any Governmental Body pursuant to any provision of state, local or foreign law, (v) a reserve, deduction, advance payment, election or tax credit established, made or received (as the case may be) before the Closing, except in all cases, any such item to the extent taken into account in the final Closing Statement. (l) The Company is not and has never been a (i) “passive foreign investment company” within the meaning of Section 1297 of the Code and the Treasury Regulations thereunder or (ii) a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Treasury Regulations thereunder. The Company has not made an election pursuant to Section 897(i) of the Code. (m) No entity classification election has been made pursuant to Treasury Regulation Section 301.7701-3 with respect to Kemmerer the Company. (n) The Company has made available to Buyer complete and correct copies of all Tax Returns of the Assets Company that have been timely withheldfiled for the years 2012, collected 2013 and 2014 as of the date hereof (except Tax Returns for periods in respect of which the applicable statutory period of limitations has expired) and copies of all its correspondence with Governmental Bodies related to Taxes. (o) No amount in respect of any outlay or depositedexpense that is deductible in computing the income of the Company for the purposes of the Tax Act has been owing by the Company for longer than two (2) years to a Person with whom it was not dealing at arm’s length (for the purposes of the Tax Act) at the time the outlay or expense was made or incurred. (p) The Company has not claimed a deduction with respect to an outlay or expense that may be considered unreasonable under the circumstances. (q) Except pursuant to this Agreement or as specifically disclosed in writing to the Buyer, for purposes of the Tax Act or any other Law, there has never been a change or acquisition of control of the Company. (r) The Company has not, directly or indirectly, transferred property to or supplied services to, or acquired property or services from, any Person with whom it was not dealing at arm’s length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of such property or services. (s) For all transactions between the Company and any non-resident Person with whom the Company was not dealing at arm’s length during a taxation year commencing after 1998 and ending on or before the Closing, the Company has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act. (t) There are no circumstances which exist and would result in, or which have existed and resulted in, the application of any of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the taxation legislation of any province or any other jurisdiction, to the Company at any time up to and including the Closing Date in respect of any transaction entered into. (u) All Taxes incurred or losses sustained by the Company prior to the Closing Date have arisen in the Ordinary Course of Business, except for Taxes or losses, if any, arising from the transactions contemplated by this Agreement or the Pre-Closing Reorganization. (v) The Company has not made an “excessive eligible dividend designation” as defined in subsection 89(1) of the Tax Act and, since January 1, 2006, the Company has not paid any dividend which it did not designate as an “eligible dividend” pursuant to subsection 89(14) of the Tax Act in circumstances where such designation would not have resulted in an “excessive eligible dividend designation” (as defined in subsection 89(1) of the Tax Act) having been made by the Company, as the case may be, and, and will not make or be required to make an “excessive eligible dividend designation” under the extent required, have been paid Pre-Closing Reorganization except in circumstances where the Company is able to make a corresponding election to avoid Part III.1 tax under the relevant taxing authorityTax Act as referenced in Section 4.15. (fw) There are no outstanding agreements or waivers extending The Company is a registrant for the applicable statutory periods purposes of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor GST Legislation having the registration number 856739107 RT0001. The Company is not and has never been a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” financial institution within the meaning of Section 7704(d) the GST Legislation or a financial institution or specified financial institution within the meaning of the CodeTax Act. (jx) There are no (i) obligations The Company has maintained and, for the period required by applicable Law, continues to make a payment maintain at its place of business in Canada all books and records required to be maintained under the Tax Act, the GST Legislation, or any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes comparable Law of any Person as a transferee province or successorterritory of Canada (including any municipality or state thereof), by contract including Laws relating to sales or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closinguse Taxes. (ky) None The Company is not a non-resident of Canada for the purposes of the Assets includes any equity interests in or Tax Act. The Shareholder is not a non-resident of any PersonCanada, and none nor a partnership other than a Canadian partnership, for the purposes of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodeAct.

Taxes. (a) All Company Consolidated Income Tax Returns and any other material Tax Returns of the Company and Broadcasting required to be filed by or with respect to Kemmerer and the Assets have been timely filed, filed on or before the date hereof have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are were required to have been filed. All of such Tax Returns were true, correct and complete and correct in all material respects, respects and all Taxes shown to be due on such Tax Returns have been paid. All material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing Company and its Subsidiaries but not reflected on any Tax Return required to be have been filed with respect prior to the Assets date of the most recent balance sheet included in the Company 10-Q have been fully paid or adequate provision therefor has not been extendedmade and reflected on such balance sheet. (b) There are Except as set forth on Schedule 3.11(b) hereto, there is no material disputes claim or claims (other investigation involving an amount greater than disputes $1,000,000 pending or claims being contested in good faith through appropriate proceedings and threatened against the Company or any of its Subsidiaries for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any past Taxes, and no material assessment, deficiency, adequate provision for the claims or adjustment investigations set forth on Schedule 3.11(b) has been asserted made as reflected on the Company Financial Statements. Except as set forth on Schedule 3.11(b), neither the Company nor any of its Subsidiaries has waived or proposed in writing with respect extended any applicable statute of limitations relating to the assessment of federal, state or local Taxes of the Company or any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsits Subsidiaries, respectively. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor The Company is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversionnot, and on and after the ConversionClosing Date will not be, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” investment company within the meaning of Section 7704(d368(a)(2)(F)(iii) and (iv) of the Code. (jd) There are no (i) obligations Except for the Technical Advice Request currently pending with the IRS relating to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None examination of the Assets includes 1993 and 1994 Company Consolidated Income Tax Returns and the Closing Agreement executed by the Company on May 11, 1994, a copy of which has been furnished to Acquiror, neither the Company nor any equity interests Broadcasting Subsidiary has pending a Tax Ruling Request (as defined below) other than in connection with the Contribution, Distribution and Merger or entered into a Closing Agreement (as defined below) with the IRS. "Tax Ruling Request," as used in this Agreement, shall mean a request for a written ruling of any Persona Taxing authority relating to Taxes. "Closing Agreement," as used in this Agreement, shall mean a material written and none of legally binding agreement with the Assets are subject IRS relating to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodeTaxes.

Taxes. (a) All material Seller has filed or caused to be filed all Tax Returns that are required to be filed by or it with respect to Kemmerer any Tax relating to the Assets, and has paid or caused to be paid all Taxes that have become due as indicated thereon, except where such Tax is being contested in good faith by appropriate proceedings, or where the failure to so file or pay would not result in a Seller Material Adverse Effect or an Asset Material Adverse Effect. Seller has complied in all material respects with all applicable laws, rules and regulations relating to withholding Taxes relating to Transferred Employees. All Tax Returns relating to the Assets have been timely filedare true, all such Tax Returns are correct and complete and correct in all material respects, and all material . There are no liens for Taxes upon the Assets except for liens for Taxes not yet due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedPermitted Encumbrances. (b) There are Except as set forth in Schedule 4.14, no material disputes notice of deficiency or claims (other than disputes assessment has been received from any taxing authority with respect to liabilities for Taxes of Seller in respect of the Assets, which have not been fully paid or claims finally settled, and any such deficiency shown in Schedule 4.14 is being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsproceedings. (c) No material Tax audits or administrative or judicial proceedings have been or are being conductedExcept as set forth in Schedule 4.14, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any periodthat will be binding upon Buyer after the Closing. (gd) Contributor Except as set forth on Schedule 4.14, none of the Assets is not a “foreign person” property that is required to be treated as defined in being owned by any other person pursuant to the so-called safe harbor lease provisions of former Section 1445(f)(3168(f) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date none of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” "tax-exempt use" property within the meaning of Section 7704(d168(h) of the Code. (je) There are no (i) obligations Schedule 4.14 sets forth the taxing jurisdictions in which Seller owns assets or conducts business that require a notification to a taxing authority of the transactions contemplated by this Agreement, if the failure to make a payment such notification, or obtain Tax clearance certificates in connection therewith, would either require Buyer to withhold any portion of the consideration or subject Buyer to any Person under liability for any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the ClosingSeller. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Each of the Sellers and the Purchased Entities has (i) duly and timely filed (or there have been filed on its behalf) all Tax Returns required to be filed by or it (taking into account all applicable extensions) with the appropriate Taxing Authority with respect to Kemmerer the Purchased Entities, the Purchased Assets, and the Assets have been timely filedBusiness, and (ii) paid all Taxes shown as due on such Tax Returns when payable. To the Knowledge of the Sellers, all such Tax Returns are complete true and correct in all material respects, and were prepared in substantial compliance with all material Taxes due applicable Laws and payable regulations. To the Knowledge of the Sellers, since January 1, 2007, no claim has been made by a Taxing Authority in a jurisdiction where a Seller or a Purchased Entity does not file Tax Returns that any such entity is or may be subject to taxation by that jurisdiction with respect to the Assets have been paid in full Business, the Purchased Entities, or adequately accruedthe Purchased Assets. The time for filing any Tax Return to be filed Neither the Seller (specifically with respect to the Assets has not been extendedBusiness or the Purchased Assets) nor the Purchased Entities is currently the beneficiary of any extension of time within which to file any Tax Return. (b) There To the Knowledge of the Sellers, there are no material disputes Encumbrances for Taxes upon the Purchased Assets or claims (other than disputes any personal property or claims being contested in good faith through appropriate proceedings and assets of the Purchased Entities, except for Permitted Encumbrances or Encumbrances for which adequate reserves have been made provided in accordance with GAAPthe Financial Statements. (c) Except as set forth in Section 4.7(c) of the Disclosure Schedule, to the Knowledge of the Sellers, there is no audit, examination, deficiency, refund litigation or proposed adjustment with respect to Kemmerer any material amount of Taxes pending or the Assets for any Taxes, and no material assessment, deficiency, in progress or adjustment has been asserted or proposed in writing threatened with respect to any Taxes or Tax Returns of or the Sellers (specifically with respect to Kemmerer and the Business or the Purchased Assets) or of the Purchased Entities. (cd) No To the Knowledge of the Sellers, there are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any income Taxes or material income Tax audits deficiencies against the Sellers (specifically with respect to the Business or administrative the Purchased Assets) or judicial proceedings have been the Purchased Entities. (e) To the Knowledge of the Sellers, the Sellers (specifically with respect to the Business or the Purchased Assets) and the Purchased Entities are being conductedin material compliance with all applicable information reporting and Tax withholding requirements under U.S. federal, orstate and local, and non-US Tax Laws. (f) To the Knowledge of the Sellers, no Seller (specifically with respect to the Business or the Purchased Assets) or Purchased Entity is a party to, is bound by or has any obligation under any Tax sharing, Tax allocation or Tax indemnity agreement or similar contract or arrangement. (g) To the Knowledge of the Sellers, no Seller (specifically with respect to the Business or the Purchased Assets) or Purchased Entity has engaged in a transaction that the Internal Revenue Service has identified by regulation or other form of published guidance as a listed transaction, as set forth in Treas. Reg. § 1.6011-4(b)(2). (h) Except as set forth in Section 4.7(h) of the Disclosure Schedule, to the Knowledge of Contributorthe Sellers, are pending or are proposed with respect to Kemmerer and the Assets. (d) There since January 1, 2007, there are no Liens Liabilities for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation (other than for the Purchased Entities) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law) or as a transferee or successor, by contract, or otherwise with respect to the Purchased Entities, the Purchased Assets, or the Business. (i) No Purchased Entity will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) a change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreements” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Law); Tax law) executed on or prior to the Closing Date, (iii) obligations an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) a prepaid amount received on or prior to the Closing Date not in the ordinary course of business, or (v) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any record retentioncorresponding or similar provision of state, transfer pricinglocal, closing or other agreement non-U.S. income Tax law) or arrangement with any taxing authority (vi) election pursuant to Code Section 108(i) made effective on or prior to the Closing Date. (j) To the Knowledge of the Sellers, no Purchased Entity has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that will survive was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the ClosingCode. (k) Section 4.7(k) of the Disclosure Schedule correctly sets forth each entity classification election that has been made pursuant to Section 301.7701-3 of the U.S. Treasury Regulations with respect to the Purchased Entities, and with respect to each such election, the effective date thereof and the classification elections pursuant thereto. (l) Each Purchased Entity has complied with all statutory provisions, rules, regulations, orders and directions in respect of any value added or similar tax on consumption, has promptly submitted accurate returns, maintains full and accurate records, and is not a member of a group or consolidation with any other company for the purposes of VAT. (m) None of the Assets includes any equity interests Purchased Entities is currently a “passive foreign investment company” as that term is defined in or of any Person, and none Code Section 1297(a). (n) No withholding is required under Code Section 1445 in respect of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed consideration payable under Subchapter K of Chapter 1 of Subtitle A of the Codethis Agreement.

Taxes. Except as set forth on Section 4.11 of the Company Disclosure Schedule and except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole: (a) All material the Company and each of its Subsidiaries has filed or caused to be filed all federal, state and non-U.S. Tax Returns returns that are required to be filed by or with respect and has paid all Taxes shown to Kemmerer and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respects, and all material Taxes be due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims on said returns and all other Taxes (other than disputes or claims any amount the validity of which is currently being contested in good faith through by appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) each case, with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed which reserves in writing conformity with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings GAAP have been or are being conducted, or, to provided on the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any books of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected Company or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or depositedits Subsidiaries, as the case may be), and(b) no Tax Lien has been filed other than Permitted Liens, (c) to the extent requiredKnowledge of the Company, have been paid to the relevant taxing authority. (f) There are there is no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated pending claim with respect to Kemmerer or the Assets unpaid Taxes (except for any period. such Tax liabilities to Taxing authorities outside of the United States which are not, in the aggregate, material to the Company and its Subsidiaries taken as a whole), (gd) Contributor neither the Company nor any Subsidiary thereof is party to any tax sharing agreement, other than an agreement the principal purpose of which is not a “foreign person” as defined in Section 1445(f)(3the allocation of Taxes, and (e) the unpaid Taxes of the CodeCompany and any Subsidiary do not exceed the reserves for Tax liability set forth on the financial statements of the Company and its Subsidiaries as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. The representations set forth in this Section 4.11 and Section 4.13 (below) are the only representations and warranties in this Agreement with respect to Tax matters, and any claim for breach of a representation or warranty with respect to Tax matters shall be based on the rules representations and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. warranties made in this Section 4.11 and Section 4.13 (hbelow) For United States federal income tax purposes, Kemmerer was a “C” corporation from and shall not be based on the date of incorporation until the date immediately prior to the Conversion, representations and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to warranties set forth in any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar other provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closingthis Agreement. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (ai) All material Copies of all Tax Returns now subject or potentially subject to IRS audit are attached to Schedule 3(j). Except as set forth on Schedule 3(j), each of CRA and its Subsidiaries has duly and timely filed all Tax Returns required to be filed by or with respect to Kemmerer and the Assets have been timely filedit, all such Tax Returns have been prepared in compliance with all applicable laws and regulations and are true, correct and complete and correct in all material respects. Except as set forth in Schedule 3(j), all Taxes owed by each of CRA and its Subsidiaries, whether or not shown on any Tax Return, have been timely paid. CRA and its Subsidiaries have maintained adequate provision for Taxes payable by CRA and its Subsidiaries as of February 1, 1997, and all material such provision and funds (as adjusted for the passage of time through the Closing Date in accordance with the past custom and practices of each of CRA and its Subsidiaries in filing its Tax Returns) will be adequate for Taxes due and payable by or with respect to CRA and its Subsidiaries as of the Assets have been paid in full or adequately accruedClosing Date. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes Security Interests on any of the Membership Interests assets of CRA or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. CRA has made available to the Merger Sub correct and complete copies of (A) its federal income Tax returns for the last five (5) taxable years and the Assets other than, in the case corresponding balance sheets of CRA as of the Assets, Permitted Liensend of such years and (B) other Tax Returns as requested by the Merger Sub. (eii) All material Taxes required to be withheld, collected or deposited Except as set forth on Schedule 3(j): (A) each taxable period of CRA and each of its Subsidiaries either (A) has been audited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority or (B) has closed, so that no further assessment or collection of Tax may occur and such taxable period is not subject to review by any relevant taxing authority.; (fB) There are no outstanding agreements neither CRA nor any of its Subsidiaries is the subject of a Tax audit or waivers extending examination, has consented to extend the applicable statutory periods time, or is the beneficiary or any extension of limitation for time, in which any material Taxes associated with respect to Kemmerer Tax may be assessed or the Assets for collected by any period.taxing authority; (gC) Contributor is neither CRA nor any of its Subsidiaries has received, or expects to receive, from any taxing authority any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment or been withdrawn, and no claims have been asserted relating to such Taxes against CRA or any such Subsidiary; (D) CRA and each of its Subsidiaries has withheld and paid all required Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other similar third party; (E) neither CRA nor any of its Subsidiaries has filed a “foreign person” as defined in consent to the application of Section 1445(f)(3341(f) of the Code; (F) neither CRA nor any of its Subsidiaries will be required, and as a result of (A) a change in accounting method for a Tax period beginning on or before the rules and Treasury Regulations promulgated thereunderClosing Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign Tax law) in taxable income for any Tax period beginning on or after the Closing Date, or (B) any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax law), to include any item or income in or exclude any item of deduction from any Tax period beginning on or after the Closing Date; (G) each of CRA and its Subsidiaries has disclosed on its income Tax Returns all positions taken therein that could give rise to an accuracy-related penalty under Section 6662 of the Code (or any corresponding provision of Tax law); (H) neither CRA nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G or Section 162(m) of the Code; (I) within the last five years, no claim has been made by a taxing authority in a jurisdiction where any of CRA or its Subsidiaries does not pay Taxes or file Tax Returns that such entity disregarded as separate from is or may be subject to Taxes assessed by such jurisdiction; (J) neither CRA nor any of its owner for Subsidiaries has been a United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” real property holding corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Code Section 7704(d897(c)(2) of during the Code.applicable period specified in Code Section 897(c)(1)(A)(ii); (jK) There are no (i) obligations neither CRA nor any of its Subsidiaries is a party to make a payment to any Person under any Tax allocation or Tax-sharing agreement; and (iiL) obligations to pay since August 3, 1992, neither CRA nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was CRA) or (B) has any liability for the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation (other than CRA and its Subsidiaries) under Treasury Regulations Section 1.1502Treas. Reg. ss.1.1502-6 (or any similar provision of state, local local, or foreign Lawlaw); , as a transferee or successor, by contract, or otherwise. (iii) obligations under any record retentionSchedule 3(j) sets forth as of February 4, transfer pricing1996, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or amount and expiration date of any Personnet operating loss, net capital loss, unused foreign tax credit, and none other unused credit of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodeCRA and its Subsidiaries.

Taxes. Except as set forth on Schedule 4.8 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (acollectively, the “Tax Returns”) All material Tax Returns required to be filed by or with respect to Kemmerer and the Assets any Loan Party have been timely filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are complete true and correct in all material respects, and all material Taxes Taxes, charges and other impositions reflected therein or otherwise due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect prior to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith through by appropriate proceedings diligently conducted and for which adequate reserves have been made are maintained on the books of the appropriate Loan Party in accordance with GAAP) with respect to Kemmerer . Other than as set forth on Schedule 4.8, no material Tax Return is under audit or the Assets for examination by any Taxes, Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material assessment, deficiencyTaxes has been given or made by any Governmental Authority. Except as set forth on Schedule 4.8, or adjustment has been asserted for such matters as would not reasonably be expected individually or proposed in writing with respect the aggregate to any Taxes or Tax Returns of or with respect to Kemmerer cause a Material Adverse Effect, proper and the Assets. (c) No material Tax audits or administrative or judicial proceedings accurate amounts have been or are being conductedwithheld by each Loan Party from their respective employees for all periods in full and complete compliance with the Tax, or, to the Knowledge social security and unemployment withholding provisions of Contributor, are pending or are proposed with respect to Kemmerer applicable Requirements of Law and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets such withholdings have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not respective Governmental Authorities. No Tax Affiliate has participated in a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying incomereportable transaction” within the meaning of Treasury Regulation Section 7704(d1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent. To the extent required to be paid on or prior to the Closing Date, all Other Taxes required to be paid in connection with the granting of the Codesecurity interest under the Loan Documents have been paid or will be paid on the Closing Date. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All Except for such matters as would not have a material adverse effect on the Company: (i) each of the Company and its subsidiaries has timely filed (or has had timely filed on its behalf), all Federal income and all other material Tax Returns required by applicable law to be filed by it prior to or with respect to Kemmerer as of the date hereof, and the Assets have been timely filed, all such Tax Returns are true, accurate and complete and correct in all material respects. (ii) each of the Company and its subsidiaries has paid (or has had paid on its behalf) or, where payment is not yet due, has established (or has had established on its behalf and for its sole benefit and recourse) in accordance with GAAP on or before the date hereof an adequate accrual for the payment of, all material Taxes due and payable by or with respect to any monthly accounting period ending prior to or as of the Assets have been paid in full or adequately accrueddate hereof. The time for filing any Tax Return to be filed No material deficiency with respect to Taxes has been proposed in writing or assessed against the Assets has Company or any of its subsidiaries. No material liens for Taxes exist with respect to any asset of the Company or any of its subsidiaries, except for statutory liens for Taxes not been extendedyet due. (biii) There are no the Federal income Tax Returns and material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings state income and for which adequate reserves franchise and foreign Tax Returns of the Company and each of its subsidiaries have been made in accordance examined by and settled with GAAPthe appropriate Taxing Authority or the applicable statute of limitations has expired for all years through 1994. All material assessments for Taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid. (iv) except for customary indemnities included within leases, neither the Company nor any of its subsidiaries has any obligation under any agreement (either with any person or any taxing authority) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (cv) No material no claim has been made by a Taxing Authority in a jurisdiction where neither the Company nor any of its subsidiaries files Tax audits Returns that the Company or administrative any of its subsidiaries is or judicial proceedings have been may be subject to income or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assetsfranchise taxation in that jurisdiction. (dvi) There are no Liens issue has been raised in writing by any Taxing Authority in any presently pending tax audit that could have a material adverse effect on the Company for Taxes on any of period after the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensEffective Time. (evii) All material Taxes required neither the Company nor any of its subsidiaries is a party to any contract, agreement or other arrangement which provides for the payment of any amount which would not be withheld, collected or deposited deductible by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning reason of Section 7704(d162(m) or Section 280G of the Code. (jb) There are no (iWithin the past ten years, neither the Company nor any of its subsidiaries has constituted either a "distributing corporation" or a "controlled corporation"(within the meaning of Section 355(a)(1)(A) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests Code) in or a distribution of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed stock qualifying for tax-free treatment under Subchapter K of Chapter 1 of Subtitle A Section 355 of the Code. (c) Neither the Company nor within the past six years, any of its current subsidiaries has been a member of an affiliated, consolidated, combined or unitary group of corporations, other than any such group of which the Company has been the common parent. (d) The Company has made available to Parent true and complete copies of (A) all Federal and material state and foreign income and franchise Tax Returns of the Company and its subsidiaries for the preceding three Taxable years ending in 1997 and (B) any audit report issued within the last three years (or otherwise with respect to any audit or proceeding in progress) relating to material Taxes of the Company or any of its subsidiaries. (e) No subsidiary of the Company owns any Shares.

Taxes. (a) All material reports, filings, statements, declarations and returns (collectively, "Tax Returns Returns") with respect to taxes, charges, fees, levies or assessments (collectively, "Taxes") required to be filed by or with respect to Kemmerer and the Assets Acquired Corporation as of the Effective Time have been timely or will be duly filed, all and such Tax Returns are complete or will be true and correct in all material respects, and . The Acquired Corporation has paid or will pay all material Taxes shown as due and payable by or on such Tax Returns; and the charges, accruals and reserves for Taxes with respect to the Assets have been paid Acquired Corporation reflected in full or adequately accrued. The time for filing any Tax Return the Acquired Corporation's financial statements are adequate under GAAP to be filed with respect to cover Taxes accruing through the Assets has date thereof, including contested amounts and amounts not been extendedyet due and payable. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer Taxes pending against the Acquired Corporation and the Acquired Corporation is not aware of any threatened claim for Taxes or the Assets any basis for such claims. No material issues have been raised in any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing examination by any Governmental Authority with respect to the Acquired Corporation which reasonably could be expected to result in a proposed deficiency for any other period not so examined, and there are not now in force any waivers or agreements by the Acquired Corporation for the extension of time for the assessment of any material Taxes, nor has any such waiver or agreement been requested by any Governmental Authority. The Acquired Corporation does not have any liability for any material Taxes of any corporation or Tax Returns of or with respect to Kemmerer and entity other than the AssetsAcquired Corporation. (c) No material Tax audits The Acquired Corporation has paid or administrative or judicial proceedings have been or are being conducted, or, is withholding and will pay when due to the Knowledge of Contributor, are pending or are proposed proper Governmental Authorities all material withholding amounts required to be withheld with respect to Kemmerer and the Assetsall Taxes. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Tax Returns required to be filed by or with respect to Kemmerer and on behalf of any of the Assets Indigo Group Companies have been timely filed, filed when due and in accordance with all applicable Laws. Each such Tax Returns are Return is complete and correct accurate in all material respects, and all material Taxes due and payable by or with respect . No Indigo Group Company has requested any extension of time within which to the Assets have been paid in full or adequately accrued. The time for filing file any Tax Return to be filed with respect to the Assets that has not yet been extendedfiled. (b) There All Taxes of the Indigo Group Companies have been duly and timely paid, or are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made disclosed in Section 4.10(b) of the Indigo Parent Disclosure Letter, in accordance with GAAP) all applicable Laws. The Indigo Group Companies have accrued on their books, records and accounts, in accordance with respect to Kemmerer or the Assets for any TaxesIFRS, all Taxes that are not yet due and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetspayable. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on upon the properties or assets of any of the Membership Interests Indigo Group Companies, except for statutory Liens for Taxes not yet due and payable. (d) No Taxing Authority has asserted an adjustment that could reasonably be expected to result in any additional Taxes for which any of the Assets other than, Indigo Group Companies is or may be liable or that could reasonably be expected to result in the case creation of a Lien on any properties or assets of any of the Assets, Permitted LiensIndigo Group Companies. (e) All material Taxes required to be withheldNo Tax or Tax Return of any of the Indigo Group Companies is under audit or examination by any Taxing Authority, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, andno written or, to the extent requiredknowledge of Indigo Parent, have unwritten notice of such an audit or examination has been received by any of the Indigo Group Companies. Each assessed deficiency resulting from any audit or examination by any Taxing Authority has been timely paid to or is being contested in good faith through appropriate proceedings and disclosed in Section 4.10(e) of the relevant taxing authorityIndigo Parent Disclosure Letter. (f) There are no outstanding agreements No claim has been made, in writing, by any Taxing Authority in a jurisdiction where any of the Indigo Group Companies does not file a Tax Return that such Indigo Group Company is or waivers extending the applicable statutory periods may be subject to taxation by that jurisdiction in respect of limitation for any material Taxes associated with respect to Kemmerer that would be covered by or the Assets for any periodsubject of such Tax Return, which claim is still pending. (g) Contributor There is not a “foreign person” as defined in Section 1445(f)(3) no Contract or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes, and no power of attorney with respect to any Taxes has been executed or filed with any Taxing Authority by or on behalf of any of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposesIndigo Group Companies. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from All related party transactions involving any of the date Indigo Group Companies are at arm’s length and in compliance with the requirements governing related party transactions of incorporation until any applicable Tax Law. Each of the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded Indigo Group Companies has maintained documentation (including any applicable transfer pricing studies) in connection with such related party transactions as separate from its ownermay be required by applicable Tax Law. (i) At least 90% Each of the gross income generated by Indigo Group Companies has complied in all respects with all applicable Laws relating to the Assets is income that constitutes “qualifying income” collection, payment and withholding of Taxes and has, within the meaning of Section 7704(d) of time and manner prescribed by Law, collected, withheld from and paid over to the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return proper Governmental Entities all amounts required to be filed so collected, withheld and paid under Subchapter K of Chapter 1 of Subtitle A of the Codeapplicable Law.

Taxes. (a) All material Except as set forth in Section 3.14(a) of the Company Disclosure Letter, each of the Company and its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its subsidiaries is a member, have timely filed all United States federal income Tax Returns and all other Tax Returns required to be filed by them or any of them (taking into account applicable extensions), and have timely paid and discharged all material Taxes required to be paid (whether or not shown on such Tax Returns), other than Taxes the payment of which is being contested in good faith by appropriate proceedings. The most recent financial statements contained in the Company SEC Reports reflect, with respect to any liability for Taxes of the Company and its subsidiaries for any years ended on or before the date of such Company SEC Reports and either not finally determined or with respect to Kemmerer and which the Assets have been timely filedapplicable statute of limitations has not expired, all an adequate reserve to satisfy any assessment for such Taxes for such years. All federal income Tax Returns and all other Tax Returns filed by each of the Company and its subsidiaries with respect to Taxes are true and correct in all material respects. Copies of all federal, state and foreign income Tax Returns for the three years preceding the Closing Date that are true, complete and correct in all material respectsrespects have been previously provided or made available to TCM. Neither the IRS nor any other taxing authority or agency is now asserting or, and all material Taxes due and payable by or with respect to the Assets Company's knowledge, threatening to assert against the Company or any of its subsidiaries any deficiency or claim for material additional Taxes which have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) paid. There are no material disputes requests for information from the IRS or claims any other taxing authority or agency currently outstanding. There are no pending audits of the Company or any of its subsidiaries by any taxing authority nor, to the Company's knowledge, are any proceedings (other than disputes whether administrative or claims judicial) currently being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing conducted with respect to any Taxes issues relating to Taxes. No Tax claim has become a lien on any assets of the Company or Tax Returns any of its subsidiaries. Neither the Company nor any of its subsidiaries is required to include in income (i) any material items in respect of any change in accounting methods or (ii) any gain with respect to Kemmerer installment sales. (i) Neither the Company nor any of its subsidiaries has any liability for any accumulated earnings tax or personal holding company tax; (ii) there are no waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes with respect to any Tax Return that relates to the Company or any of its subsidiaries that remain in effect; (iii) there are no Tax rulings or closing agreements relating to the Company or any of its subsidiaries that would affect its or any of their liability for Taxes for any period after the Effective Time; and (iv) neither the AssetsCompany nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar state, local or foreign provision. (c) No material Tax audits Neither the Company nor any of its subsidiaries is a party to any agreement (written or administrative oral) providing for the allocation or judicial proceedings have been sharing of, or are being conductedindemnification from, or, to Taxes with any party other than the Knowledge Company and/or one or more of Contributor, are pending or are proposed with respect to Kemmerer and the Assetsits subsidiaries. (d) There are no Liens for Each of the Company and its subsidiaries has withheld from each payment made to any of its past or present employees, officers or directors, or any other person, the amount of all material Taxes and other deductions required to be withheld therefrom and paid the same to the proper taxing authorities within the time required by Law, including , without limitation, withholding Taxes on any of Options exercised prior to the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensClosing. (e) All material Taxes required to be withheldThe Company is not, collected or deposited by or with respect to Kemmerer and nor was it any time during the Assets have been timely withheldfive-year period ending on the date on which the Effective Time occurs, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for "United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” real property holding corporation" within the meaning of Section 7704(d897(c) of the Code. (jf) There are no (i) obligations to make a payment to Neither the Company nor any Person under of its subsidiaries has any Tax allocation excess loss accounts or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closingdeferred intercompany gain. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. Except as has not had, and could not reasonably be expected to have, a material adverse affect on Duke: (ai) All material Each of Duke and its subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by or with respect to Kemmerer it, and the Assets have been timely filed, all such Tax Returns are true, complete and correct in all material respects, and all material accurate. All Taxes shown to be due and payable by or with respect to the Assets owing on such Tax Returns have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedtimely paid. (bii) There are no material disputes or claims (other than disputes or claims being contested The most recent financial statements contained in good faith through appropriate proceedings and for which adequate reserves have been made the Duke SEC Reports filed prior to the date of this Agreement reflect, in accordance with GAAP, an adequate reserve for all Taxes payable by Duke and its subsidiaries for all taxable periods through the date of such financial statements. (iii) with respect to Kemmerer or the Assets for any TaxesThere is no audit, and no material assessmentexamination, deficiency, refund litigation, proposed adjustment or adjustment has been asserted or proposed matter in writing controversy with respect to any Taxes or Tax Returns Return of Duke or its subsidiaries, to the knowledge of Duke, neither Duke nor any of its subsidiaries has received written notice of any claim made by a governmental authority in a jurisdiction where Duke or any of its subsidiaries, as applicable, does not file a Tax Return, that Duke or such subsidiary is or may be subject to income taxation by that jurisdiction, no deficiency with respect to Kemmerer any Taxes has been proposed, asserted or assessed against Duke or any of its subsidiaries, and no requests for waivers of the Assetstime to assess any Taxes are pending. (civ) No material The federal income Tax audits or administrative or judicial proceedings Returns of Duke and its subsidiaries have been examined by and settled with the IRS (or are being conducted, or, to the Knowledge applicable statutes of Contributor, are pending or are proposed limitation have lapsed) for all years through 1994. All material assessments for Taxes due with respect to Kemmerer such completed and the Assetssettled examinations or any concluded litigation have been fully paid. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (fv) There are no outstanding agreements written agreements, consents or waivers extending to extend the statutory period of limitations applicable statutory periods to the assessment of limitation for any material Taxes associated or deficiencies against Duke or any of its subsidiaries, and no power of attorney granted by either Duke or any of its subsidiaries with respect to Kemmerer or the Assets for any periodTaxes is currently in force. (gvi) Contributor Neither Duke nor any of its subsidiaries is not a “foreign person” as defined party to any agreement providing for the allocation or sharing of Taxes imposed on or with respect to any individual or other Person (other than (I) such agreements with customers, vendors, lessors or the like entered into in Section 1445(f)(3) the ordinary course of the Codebusiness, and the rules (II) agreements with or among Duke or any of its subsidiaries), and Treasury Regulations promulgated thereunderneither Duke nor any of its subsidiaries (A) has been a member of an affiliated group (or similar state, local or an entity disregarded as separate from its owner for United States foreign filing group) filing a consolidated U.S. federal income tax purposes. Tax Return (hother than the group the common parent of which is Duke) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. or (iB) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to has any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay liability for the Taxes of any Person as a transferee person (other than Duke or successor, by contract or otherwise; including an obligation any of its subsidiaries) (I) under Treasury Regulations Section Regulation ss. 1.1502-6 (or any similar provision of state, local or foreign Lawlaw); , or (iiiII) obligations under any record retention, transfer pricing, closing as a transferee or other agreement or arrangement with any taxing authority that will survive the Closingsuccessor. (kvii) None There are no material Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Duke and its subsidiaries. (viii) Neither Duke nor any of its subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent or impede either the Duke Reorganization from qualifying as a reorganization under Section 368(a) of the Assets includes any equity interests in Code or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring Cinergy Merger from qualifying as a partnership income Tax Return to be filed reorganization under Subchapter K of Chapter 1 of Subtitle A Section 368(a) of the Code.

Taxes. (a) All The Company and each of its Subsidiaries (and any affiliated, consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any such Subsidiary is or has been a member) (i) have properly completed and timely filed (or had timely filed on its behalf) with the appropriate Tax Authority all income and other material Tax Returns (as both terms are defined below) and all material elections required to be filed by or with respect to Kemmerer it and the Assets have been timely filed, all such Tax Returns are true, correct and complete and correct in all material respects, and (ii) have complied with all material applicable information reporting requirements relating to material Taxes, (iii) have timely paid (or will timely pay) to the appropriate Tax Authority all material Taxes required to be paid by it prior to the Closing Date or, in the case of any such Taxes not yet due and payable by payable, have established in the Balance Sheet an adequate accrual or reserve in accordance with respect to GAAP for the Assets payment of such Taxes, (iv) have been paid not incurred, since the date of the Balance Sheet, any material liability for Taxes other than in full the ordinary course of business, and (iv) have no material liability for Taxes in excess of the amount of accruals or adequately accrued. The time for filing any Tax Return to be filed with respect to reserves so established in the Assets has not been extendedBalance Sheet. (b) There Neither the Company nor any of its Subsidiaries has received any written notification from any Tax Authority regarding any issues that (i) are no material disputes currently pending before any Tax Authority regarding the Company or claims any of its Subsidiaries, or (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves ii) have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed raised in writing with respect to by any Taxes or Tax Returns of or with respect to Kemmerer Authority and the Assetsnot yet finally resolved. (c) No material Tax audits Liens relating to a material amount of Taxes are currently in effect against any of the assets of the Company or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge any of Contributor, are pending or are proposed with respect to Kemmerer and the Assetsits Subsidiaries other than Permitted Liens. (d) There are no Liens No material deficiencies for Taxes on with respect to the Company or any of the Membership Interests and the Assets other thanits Subsidiaries have been claimed, proposed or assessed, in each case in writing, by any Tax Authority that has not been finally resolved with all amounts due either paid or accrued as a liability in the case Balance Sheet to the extent required by GAAP. No material federal, state, local or foreign audit, examination, contest, administrative or judicial tax proceeding is presently pending with regard to any material Taxes or material Tax Returns of the AssetsCompany and its Subsidiaries and no such audit, Permitted Liensexamination, contest, administrative or judicial tax proceeding has been threatened in writing. (e) All There are no outstanding requests, agreements, consents or waivers regarding the application of the statute of limitations applicable to the assessment of any material amounts of Taxes required to be withheldor deficiencies against the Company or any of its Subsidiaries, collected and no power of attorney granted by the Company or deposited by or any of its Subsidiaries with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityany Taxes is currently in force. (f) There are no outstanding agreements or waivers extending Neither the applicable statutory periods Company nor any of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. Subsidiaries has (i) At least 90% been a member of the gross income generated by the Assets is income that constitutes “qualifying income” an affiliated group (within the meaning of Section 7704(d) 1504 of the Code. (j) There are no (i) obligations to make a payment to or an affiliated, consolidated, combined, unitary, aggregate, or any Person under similar group for U.S. federal, state, local or foreign Tax purposes, other than the group of which the Company or any Tax allocation of its Subsidiaries is the common parent or Tax-sharing agreement; (ii) obligations to pay any liability for or in respect of the Taxes of, or determined by reference to the Tax liability of, another Person (other than the Company or any of any Person as a transferee or successor, by contract or otherwise; including an obligation its Subsidiaries) under Treasury Regulations Section 1.1502-6 of the Regulations (or any similar provision of state, local or foreign Tax Law); . (iiig) obligations Neither the Company nor any of its Subsidiaries is a party to, is bound by or has any material obligation under any record retentionTax sharing, transfer pricingTax indemnity, closing or Tax allocation agreement or similar contract or agreement (other than any such agreement or similar contract between or among the Company or any of its Subsidiaries). (h) No material claim has been made against the Company or any of its Subsidiaries by a Tax Authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns that any one of them is or may be subject to a material amount Tax by that jurisdiction. (i) The Company and its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with material amounts paid or owing to any employee, independent contractor, creditor, stockholder or other agreement third party. (j) Neither the Company nor any of its Subsidiaries has participated in, or arrangement with any taxing authority that will survive is currently participating in, a “listed transaction” within the Closingmeaning of Section 1.6011-4(b)(2) of the Regulations or similar provision of state, local or foreign Tax Law. (k) None Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying under Section 355 of the Assets includes any equity interests Code (i) in the two years prior to the date hereof or (ii) in a distribution that could otherwise constitute part of any Person, and none a “plan” or “series of related transactions” (within the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K meaning of Chapter 1 of Subtitle A Section 355(e) of the Code) in conjunction with the Merger. (l) As used in this Agreement:

Taxes. (a) All material Except as set forth in Section 3.12 of the Disclosure Schedule, the Company and each of its Subsidiaries has timely filed (or has had timely filed on its behalf) with the appropriate Tax Authorities all Tax Returns required to be filed by or with respect to Kemmerer the Company and the Assets have been timely filedeach of its Subsidiaries, all and such Tax Returns are true, correct, and complete and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) The Company and each of its Subsidiaries has paid, or where payment is not yet due, has established an adequate accrual in accordance with GAAP for the payment of, all Taxes for all periods ending through the date hereof. (c) There are no material disputes liens for Taxes upon any property or claims (other than disputes assets of the Company or claims being contested in good faith through appropriate proceedings any of its Subsidiaries, except for liens for Taxes not yet due and for which adequate reserves have been made established in accordance with GAAP. (d) No federal, state, local or foreign Audits are presently pending with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect regard to any Taxes or Tax Returns of or with respect to Kemmerer the Company and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, its Subsidiaries and to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any knowledge of the Membership Interests and the Assets other thanCompany, in the case of the Assets, Permitted Liensno such Audit is threatened. (e) All Except as set forth in Section 3.12(e) of the Disclosure Schedule, the Tax Returns of the Company and each of its Subsidiaries have not been examined by the applicable Tax Authority (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired), and for any year that a Tax Return was examined, no material Taxes required to be withheldadjustments were asserted as a result of such examination which have not been resolved and fully paid, collected and no issue has been raised by any Tax Authority in any Audit of the Company or deposited by or any of its Subsidiaries that, if raised with respect to Kemmerer and the Assets have been timely withheldany other period not so audited, collected or deposited, as the case may be, and, could be expected to the extent required, have been paid to the relevant taxing authorityresult in a proposed deficiency for any such period not so audited. (f) There are no outstanding agreements requests, agreements, consents or waivers extending to extend the statutory period of limitations applicable statutory periods to the assessment of limitation for any material Taxes associated or deficiencies against the Company or any of its Subsidiaries, and no power of attorney granted by the Company or any of its Subsidiaries with respect to Kemmerer any Taxes is currently in force. (g) Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification, or sharing of Taxes. (h) Neither the Assets Company nor any of its Subsidiaries has been a member of any "affiliated group" (as defined in section 1504(a) of the Code) and is not subject to Treas. Reg. 1.1502-6 for any period. (gi) Contributor Neither the Company nor any of its Subsidiaries is not or has been a “foreign person” U.S. real property holding company (as defined in Section 1445(f)(3897(c)(2) of the Code, and ) during the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of applicable period specified in Section 7704(d897(c)(1)(A)(ii) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Seller has duly and timely filed all Tax Returns required that were due and that relate directly to be filed by the Acquired Assets or with respect to Kemmerer and the Assets have been timely filed, all Business. All such Tax Returns are true, correct, and complete and correct in all material respects, and all material . All Taxes due and payable by or with respect to such Tax Returns (whether or not shown as payable), or otherwise due and payable by Seller and relating to any Acquired Asset or the Assets Business, have been timely paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) appropriate Governmental Authority. There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no existing Liens for Taxes on any of the Membership Interests and the Acquired Assets other thanthan for statutory liens for Taxes not yet due and payable. (b) Since the Balance Sheet Date, Seller has not (i) made, changed, or revoked any Tax election; (ii) settled any Tax claim; (iii) surrendered the right to any Tax refund; (iv) changed any accounting period for Tax purposes; (v) changed any method of accounting for Tax purposes; (vi) filed an amended Tax Return; or (vii) entered into any agreement with any Governmental Authority (including a “closing agreement” within the meaning of section 7121 of the Code), in each case, to the case extent solely and exclusively relating to the Acquired Assets or the Business and that would result in any increase in the Liability for Taxes of Purchaser. (c) Seller has timely and properly withheld (i) all required amounts from payments to its employees, agents, contractors, nonresidents, shareholders and other Persons and (ii) all sales, use, ad valorem, and value added Taxes, in each case, to the extent solely and exclusively relating to the Acquired Assets or the Business. Seller has timely remitted all such Taxes to the proper Governmental Authority in accordance with all applicable Laws. (d) Seller has not extended any statute of limitations relating to any Taxes solely and exclusively relating to the Acquired Assets or the Business. No Governmental Authority has made a claim that Seller is obligated to pay Taxes or file Tax Returns as a result of conducting the Business, owning the Acquired Assets, Permitted Liensor employing any employees in a jurisdiction in which Seller is not filing Tax Returns and paying Taxes. No audits or other proceedings are ongoing or threatened with respect to any Tax Return or Taxes of Seller that solely and exclusively relate to the Acquired Assets or the Business. (e) All material Taxes required Seller does not have any obligation to be withheldpay Taxes, collected or deposited by or share Tax benefits, with respect another Person pursuant to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, any Contract that Purchaser is assuming pursuant to the extent required, have been paid to the relevant taxing authoritythis Agreement (including any Contract that is an Acquired Asset). (f) There are no outstanding agreements No Tax holiday or waivers extending the applicable statutory periods of limitation for Tax incentive or grant in any material Taxes associated jurisdiction with respect to Kemmerer Taxes solely and exclusively relating to the Business or the Acquired Assets for will terminate (or be subject to a clawback or recapture that is payable by Purchaser) as a result of any periodtransaction contemplated by this Agreement. (g) Contributor is Seller does not have a “foreign person” as defined in Section 1445(f)(3) request for a private letter ruling, a request for administrative relief, a request for technical advice, a request for a change of the Code, and the rules and Treasury Regulations promulgated thereunderany method of accounting, or an entity disregarded as separate from its owner for United States federal income tax purposesany other request pending with any Governmental Authority that solely and exclusively relates to the Acquired Assets or the Business. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is No Acquired Asset represents an entity disregarded as separate from its ownerinterest in any Flow-Thru Entity for any applicable Tax purpose. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. With respect to the Comcast Native Systems, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 4.22: (a) All material Applicable Tax Returns required to be filed by or with respect to Kemmerer and the Assets Comcast Native Systems have been duly and timely filed (taking into account extensions) or, where not so timely filed, all are covered under a valid extension that has been obtained therefor and the information set forth on such Applicable Tax Returns are is true, correct and complete and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims All Applicable Taxes shown as due on the Applicable Tax Returns referred to in clause (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves a) have been made paid in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsfull. (c) No material Tax audits All deficiencies asserted or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed assessments made with respect to Kemmerer the Comcast Native Business as a result of the examinations of any of the Applicable Tax Returns referred to in clause (a) (together with any interest, additions or penalties with respect thereto and the Assetsany interest in respect of such additions or penalties) have been paid in full. (d) There are no Liens for Taxes on No issues with respect to the Comcast Native Business that have been raised in writing by the relevant Governmental Authority in connection with the examination of any of the Membership Interests and the Assets other than, Applicable Tax Returns referred to in the case of the Assets, Permitted Liensclause (a) are pending. (e) All material Taxes required to be withheld, collected Schedule 4.22(e) sets forth a list of all jurisdictions (whether foreign or deposited by or domestic) in which any of the Comcast Native Systems currently file Applicable Tax Returns. No written claim with respect to Kemmerer and Applicable Taxes has been made by any Governmental Authority in a jurisdiction where the Assets have been timely withheld, collected Comcast Native Business does not file Applicable Tax Returns that it is or deposited, as the case may be, and, be subject to the extent required, have been paid to the relevant taxing authoritytaxation by that jurisdiction. (f) There are no outstanding agreements liens for Applicable Taxes upon the assets or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) properties of the CodeComcast Native Business, except for liens for Applicable Taxes not yet due and the rules and Treasury Regulations promulgated thereunder, payable or an entity disregarded as separate from its owner for United States federal income tax purposesbeing contested in good faith by appropriate proceedings. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) (i) All material Tax Returns required to be filed by or with respect to Kemmerer and each Apple Blocker before the Assets date hereof have been timely filedfiled (taking into account all extensions), and all such Tax Returns are true, correct and complete and correct in all material respects, and (ii) each Apple Blocker has timely paid all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return claimed to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims due, except for those Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, established in the case financial statements of the Assetssuch Apple Blocker, Permitted Liens. (eiii) All all material Taxes required to be withheld, collected or deposited withheld by or with respect to Kemmerer and the Assets each Apple Blocker have been timely withheld, collected or deposited, as the case may be, withheld and, to the extent required, have been paid over to the relevant taxing authorityappropriate Governmental Entity and each Apple Blocker has complied with all information reporting and backup withholding requirements, including maintenance of required forms and other records, and (iv) the charges, accruals and reserves for Taxes with respect to each Apple Blocker reflected in such Apple Blocker’s balance sheet are adequate under GAAP to cover unpaid Tax liabilities accruing through the date thereof. (fb) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for No Apple Blocker is party to any material Taxes associated with respect to Kemmerer agreement, the principal purpose of which is the allocation, indemnification or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) sharing of the CodeTaxes, and the rules and Treasury Regulations promulgated thereunder, or no Apple Blocker has been a member of an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 affiliated group (or any similar provision of state, local or foreign Law); (iiifiling group) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closingfiling a material consolidated income Tax Return. (kc) None of There is no outstanding material claim, assessment or deficiency against any Apple Blocker for any Taxes that has been asserted or threatened in writing by any Governmental Entity, and no written claim has been made, within the Assets includes any equity interests preceding three years, by a Governmental Entity in a jurisdiction where such Apple Blocker does not file Tax Returns or pay Taxes that it is obligated to file Tax Returns or pay Taxes in such jurisdiction. No waiver or extension of any Personstatute of limitations with respect to the assessment or collection of Taxes is in effect for any Apple Blocker. (d) During the period beginning two years before the date hereof, and none no Apple Blocker has been a distributing corporation or a controlled corporation for purposes of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 355 of the Code.

Taxes. (a) All material Each SCG Subsidiary has duly and timely filed with the appropriate governmental authorities all Tax Returns required to be filed by it (either separately or with respect as a member of any affiliated group within the meaning of Section 1504 of the Code or any similar group defined under a similar provision of state, local or foreign law (an "Affiliated Group")) for all periods ending on or prior to Kemmerer and the Assets have been timely filedMerger Closing, all such except to the extent of any Tax Returns are complete for which an extension of time for filing has been properly filed. Each such return and filing is true and correct in all respects. All Taxes owed by either SCG Subsidiary have been paid (whether or not shown on a Tax Return). No material respects, and all material Taxes due and payable issues have been raised in any examination by or any taxing authority with respect to the Assets have been paid businesses and operations of SCG or either of the SCG Subsidiaries which (i) reasonably could be expected to result in full or adequately accrued. The time for filing any Tax Return to be filed with respect an adjustment to the Assets has not been extended. liability for Taxes for such period examined or (b) There are no material disputes or claims (other than disputes or claims being contested ii), by application of similar principles, reasonably could be expected to result in good faith through appropriate proceedings and an adjustment to the liability for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets Taxes for any Taxesother period not so examined. All Taxes which each SCG Subsidiary is required by law to withhold or collect, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material including without limitation Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheldwithheld in connection with amounts paid or owning to any employee, independent contractor, creditor, stockholder, or other third party and sales, gross receipts and use taxes, have been duly withheld or collected or deposited, as the case may be, and, to the extent required, have been paid over to the relevant taxing authorityproper governmental authorities or are held in separate bank accounts for such purpose. There are no liens for Taxes upon the assets of SCG or either of the SCG Subsidiaries except for statutory liens for Taxes not yet due. (fb) There are no outstanding agreements None of SCG, the SCG Subsidiaries or waivers extending the applicable statutory periods Affiliated Group has filed for an extension of limitation for any material Taxes associated a statute of limitations with respect to Kemmerer any Tax and no governmental authorities have requested an extension of the statute of limitations with respect to any Tax. The Tax Returns of SCG, each SCG Subsidiary and the Affiliated Group are not being and have not been examined by any taxing authority for any past year or periods. None of SCG, the SCG Subsidiaries or the Assets Affiliated Group is a party to any pending action or any formal or informal proceeding by any taxing authority for a deficiency, assessment or collection of Taxes, and no claim for any perioddeficiency, assessment or collection of Taxes has been asserted, or, to the best knowledge of SCG, threatened against it, including claims by any taxing authority in a jurisdiction where SCG and the SCG Subsidiaries do not file tax returns that any of them is or may be subject to taxation in that jurisdiction. (gc) Contributor is not Each SCG Subsidiary has properly accrued on its respective Subsidiary Financial Statements all Taxes due for which such SCG Subsidiary may be liable in its own right (including, without limitation, by reason of being a “foreign person” as defined in Section 1445(f)(3) member of the Code, and the rules and Treasury Regulations promulgated thereunder, an Affiliated Group or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee of the assets of, or successorsuccessor to, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of statecorporation, local or foreign Law); (iii) obligations under any record retentionperson, transfer pricingassociation, closing partnership, joint venture or other agreement or arrangement with any taxing authority entity. Each SCG Subsidiary has established (and until the Closing shall continue to establish and maintain) on its books and records reserves that will survive are adequate for the Closingpayment of all Taxes not yet due and payable. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Firefly Material Adverse Effect: (i) All material Tax Returns required to be filed by Firefly or with respect to Kemmerer and the Assets any of its Subsidiaries have been duly and timely filedfiled (taking into account valid extensions of time for filing), and all such Tax Returns are complete and correct accurate in all material respects, and all material . All Taxes that are due and payable by Firefly or any of its Subsidiaries (whether or not reflected on any Tax Return) have been duly and timely paid or adequate reserves in respect thereof have been established on the financial statements of Firefly in accordance with GAAP. All withholding Tax requirements imposed on or with respect to the Assets payments by Firefly or any of its Subsidiaries to employees, creditors, equityholders or other Persons have been paid satisfied, and Firefly and its Subsidiaries have complied in full or adequately accrued. The time for filing any Tax Return to be filed all respects with respect to the Assets has not been extendedall related information reporting and record retention requirements. (bii) There are no material disputes is not in force any waiver or claims agreement for any extension of time for the assessment or payment of any Tax by Firefly or any of its Subsidiaries (other than disputes pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business). (iii) There is no outstanding claim, assessment or deficiency against Firefly or any of its Subsidiaries for any Taxes that has been asserted in writing by any Taxing Authority other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made established on the financial statements of Firefly in accordance with GAAP) . There are no Proceedings with respect to Kemmerer Taxes pending or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed threatened in writing with respect to against Firefly or any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsits Subsidiaries. (civ) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on Neither Firefly nor any of the Membership Interests and the Assets other thanits Subsidiaries has been a member of an affiliated, in the case consolidated, combined, unitary or similar group for purposes of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under filing any Tax allocation Return (other than a group the common parent of which is Firefly or Tax-sharing agreement; (iiany of its Subsidiaries) obligations to pay the or has any liability for Taxes of any Person as a transferee (other than Firefly or successor, by contract or otherwise; including an obligation any of its Subsidiaries) under Treasury Regulations Section § 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricingas a transferee or successor, closing by reason of assumption or other agreement or arrangement with any taxing authority that will survive the Closingby operation of Law. (kv) None No written claim has been made by any Taxing Authority in a jurisdiction where Firefly or any of the Assets includes any equity interests in its Subsidiaries does not currently file a Tax Return that Firefly or of any Person, and none of the Assets are such Subsidiary is or may be subject to any Tax partnership agreement or provisions requiring a partnership income required to file any Tax Return in such jurisdiction. (vi) There are no Encumbrances for Taxes on any of the assets of Firefly or any of its Subsidiaries, except for Permitted Encumbrances with respect to be filed Taxes described in clause (b) of the definition of Permitted Encumbrances. (b) Neither Firefly nor any of its Subsidiaries is a party to, has any obligation under Subchapter K or is bound by any material Tax allocation, sharing or indemnity Contract or arrangement pursuant to which it will have any potential material liability to any Person after the Company Merger Effective Time (excluding (i) any Contract or arrangement solely between or among Firefly and/or any of Chapter 1 its Subsidiaries, and (ii) any customary provisions contained in any commercial agreement entered into in the ordinary course of Subtitle A business and not primarily relating to Tax). (c) Neither Firefly nor any of its Subsidiaries has participated, or is currently participating, in a “listed transaction,” as defined in Treasury Regulations § 1.6011-4(b)(2). (d) Neither Firefly nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) (i) in the two (2) years prior to the date of this Agreement or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions. (e) No material closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into with or issued by any Taxing Authority within the three (3)-year period immediately preceding the date of this Agreement with respect to Firefly or any of its Subsidiaries.

Taxes. (a) All material The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or with respect to Kemmerer and the Assets have been timely filed, file under applicable laws; all such Tax Returns are complete true and correct accurate and have been prepared in compliance with all material respects, and applicable laws; the Company has paid all material Taxes due and payable owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1999, the charges, accruals and reserves for Taxes with respect to the Assets have been paid in full or adequately accrued. The time Company (including any provisions for filing deferred income taxes) reflected on the books of the Company are adequate to cover any Tax Return liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to be filed with respect to the Assets has not been extended. (b) taxation by that jurisdiction. There are no material disputes foreign, federal, state or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax local tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed being conducted with respect to Kemmerer and the Assets. (d) Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no Liens for Taxes on any material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to SECTION 7121 of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected Internal Revenue Code or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (predecessor provision thereof or any similar provision of state, local or foreign Law)law; and (iiiB) obligations under has not agreed to or is required to make any record retentionadjustments pursuant to SECTION 481 (a) of the Internal Revenue Code or any similar provision of state, transfer pricinglocal or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, closing or other agreement or arrangement has any application pending with any taxing authority requesting permission for any changes in accounting methods that will survive relate to the Closingbusiness or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of SECTION 897(c)(2) of the Internal Revenue Code during the applicable period specified in SECTION 897(c)(1)(A)(ii) of the Internal Revenue Code. SECTION 1. 1502-6 (kor comparable provisions of state, local or foreign law), (B) None as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is not obligated to make payments nor is it a party to an agreement that could obligate it to make any payments that would not be deductible under SECTION 280G of the Assets includes any equity interests in or Internal Revenue Code. For purposes of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.this Section 3.1(o):

Taxes. (a) All material federal, state, local and foreign tax returns, reports, declarations, statements, elections and other documents ("Tax Returns Returns") required to be filed by or with in respect to Kemmerer and of the Assets Company or any predecessor entity thereof, or any consolidated, combined, affiliated or unitary group of which the Company is or has ever been a member have been timely filed, filed with the appropriate tax authorities in all jurisdictions in which such Tax Returns are or were required to be filed or requests for extensions have been timely filed and any such extensions have been granted and have not expired. Each such Tax Return was true, complete and correct in all material respects. The Company has made available to Buyer true, complete and correct copies of all Tax Returns. Notwithstanding the foregoing, the Company has not filed sales tax or transaction privilege tax returns with the state of New Jersey, nor any local taxing jurisdiction in New Jersey. The Company shall be liable for any tax due with respect to such returns to the extent such returns are or were required. (b) Other than possible sales taxes as described in Section 6.7(a), all Taxes with respect to taxable periods or portions thereof covered by such Tax Returns and all material other Taxes (without regard to whether a Tax Return was or is required) for which the Company is otherwise liable that are due or payable or that have been incurred by the Company have timely been paid in full and to the extent the liabilities for such Taxes are not due, adequate reserves have been established with respect to such Taxes on the December 31, 2010 Balance Sheet in accordance with GAAP. Since the date of the December 31, 2010 Balance Sheet, the Company has not incurred any liability for Taxes arising from transactions outside the ordinary course of business consistent with past practices. (c) Other than possible sales taxes as described in Section 6.7(a), the Company has timely withheld proper and accurate amounts from its employees, independent contractors, customers, shareholders and others from whom it is or was required to withhold Taxes in compliance with all applicable Laws and has timely and properly paid all such withheld amounts to the appropriate taxing authorities. (d) All Taxes due with respect to any completed and payable settled audit, examination or deficiency Action with any taxing authority for which the Company or any predecessor entity is or might otherwise be liable have been paid in full. (e) There is no audit, examination, claim, levy, administrative proceeding or lawsuit pending or, to the knowledge of the Company, threatened with respect to any Taxes for which the Company is or might otherwise be liable and no taxing authority has given notice that it is conducting or intends to conduct an audit or examination with respect to any such Taxes. No issue has arisen in any examination of the Company by any taxing authority that, if raised with respect to the same or substantially similar facts arising in any other Tax period not so examined, would result in a deficiency for such other period, if upheld. The Company has not waived or extended any statute of limitations in respect of Taxes or Tax Returns or agreed to any extension of time with respect to a Tax assessment, reassessment, deficiency or with respect to the Assets have been paid in full or adequately accruedpayment of any Taxes. The time for filing Company is not a party to any Tax Return to be filed power of attorney with respect to the Assets a tax matter that is currently in force. The Company has not been extendedentered into any closing agreements with the IRS or any other taxing authority. The Company has delivered to Buyer true, complete and correct copies of all examination reports or other similar reports and statements of deficiencies assessed against or agreed to by, or on behalf of, the Company since December 31, 2005. (bf) There are no material disputes The Company has not requested or claims received any private letter ruling of the IRS or comparable rulings or guidance issued by any other taxing authority. (g) None of the Assets (i) is tax-exempt use property within the meaning of Section 168(h) or Section 470(c)(2) of the Code, (ii) directly or indirectly secures any debt the interest on which is exempt under Section 103(a) of the Code or (iii) is property that is required to be treated as being owned by any Person (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAPthe Company) with respect pursuant to Kemmerer or the Assets for any Taxesprovisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, and no material assessment, deficiency, or adjustment in effect immediately before the enactment of the Tax Reform Act of 1986. (h) The Company has been asserted or proposed disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Section 6662 of the Code. The Company has not engaged in writing a reportable transaction described in Section 1.6011-4 of the Treasury Regulations. (i) No Liens for Taxes exist with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, except for Permitted Liens. (ej) All material Taxes No jurisdiction where the Company does not file a Tax Return has made a claim in writing that the Company is required to be withheld, collected file a Tax Return or deposited by or with respect is subject to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityTax in such jurisdiction. (fk) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor The Company is not a “foreign person” as defined in Section 1445(f)(3) liable, nor does the Company have any potential liability, for the Taxes of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. another Person (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Regulation Section 1.1502-6 (or any similar comparable provision of state, local or foreign Lawlaw); , (ii) as a transferee or successor, or (iii) obligations under by contract, indemnity or otherwise. The Company is not a party to or bound by any record retentionTax indemnity agreement, transfer pricing, closing or other Tax sharing agreement or arrangement with any taxing authority that will survive the ClosingTax allocation agreement. (kl) None of Except as set forth on Schedule 6.7(l), the Assets includes Company does not have a permanent establishment in any equity interests foreign country with which the United States has a relevant Tax treaty, as defined in such relevant Tax treaty, nor does the Company otherwise operate or of conduct business through any Person, and none of the Assets are subject to branch in any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codeforeign country.

Taxes. Except as set forth on Schedule 4.16, as of the date hereof and to the Knowledge of the Shareholders and the Conveyed Entities: (a) All Each of the Conveyed Corporations is a small business corporation within the meaning of Section 1361 of the Code and has had in effect since the date set forth opposite its name on Schedule 4.16 a valid election to be treated as an "S" corporation for federal income tax purposes, and none of the Conveyed Corporations or the Shareholders has taken or caused or permitted to be taken any action that caused a termination of such S election for any period subsequent to such date. (b) Each of the Conveyed Partnerships and each of the partnerships owned directly or indirectly by the Conveyed Partnerships has qualified since its formation as a partnership for federal income tax purposes under the Code. (c) Each of the Conveyed Entities and their Subsidiaries has (i) duly and timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by or with respect to Kemmerer it, and the Assets have been timely filed, all such Tax Returns are true, correct and complete and correct in all material respects, and (ii) timely paid all Taxes shown as due on any such Tax Returns or for which a written notice of assessment or demand for payment has been received from any taxing authority; (d) Each of the Conveyed Entities and the Subsidiaries has complied in all material Taxes due and payable by or respects with respect all applicable Laws relating to the Assets have been payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) and has, within the time and within the manner prescribed by Law, withheld from employee wages and paid in full or adequately accrued. The time for filing any Tax Return over to the proper Governmental Authorities all amounts required to be filed with respect to the Assets has not been extended.withheld and paid over under all applicable Laws; (be) There are no material disputes Liens for Taxes upon the assets or claims properties of the Conveyed Entities and their Subsidiaries except for statutory liens for Taxes not yet due; (other than disputes f) There are no outstanding waivers or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or comparable consents regarding the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing application of the statute of limitations with respect to any Taxes or Tax Returns of the Conveyed Entities and their Subsidiaries that have been given by any of the Conveyed Entities; (g) None of the Conveyed Entities or their Subsidiaries has requested an extension of time within which to file any Tax Return in respect of any fiscal year which has not since been filed; (h) No federal, state, local or foreign audits or other administrative proceedings have formally commenced or are presently pending with regard to any Taxes or Tax Returns of the Conveyed Entities or their Subsidiaries for which any Conveyed Entity or Subsidiary thereof would be liable, and no written notification has been received by any of the Conveyed Entities or their Subsidiaries that such an audit or other proceeding is pending or threatened with respect to Kemmerer and any Taxes due from any of the AssetsConveyed Entities or their Subsidiaries or any Tax Return filed by any of the Conveyed Entities or their Subsidiaries; (i) None of the Conveyed Entities or their Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of accounting method); (j) None of the Conveyed Entities or their Subsidiaries is a party to, is bound by or has any obligation under any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement. (ck) No material Tax audits or administrative or judicial proceedings have power of attorney has been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited granted by or with respect to Kemmerer and any of the Assets have been timely withheld, collected Conveyed Entities or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated their Subsidiaries with respect to Kemmerer or the Assets for any period.matter relating to Taxes, which power of attorney is currently in force; (gl) Contributor is not a “foreign person” as defined in Section 1445(f)(3) None of the CodeConveyed Corporations or corporate Subsidiaries thereof is a party to any agreement, and plan, contract or arrangement that could result, separately or in the rules and Treasury Regulations promulgated thereunderaggregate, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from in the date payment of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” any "excess parachute payments" within the meaning of Section 7704(d) 280G of the Code.; (jm) There are no No closing agreement pursuant to Section 7121 of the Code (ior any predecessor provision) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law); Law has been entered into by or with respect to any of the Conveyed Entities or their Subsidiaries; (n) The Conveyed Entities and their Subsidiaries have previously delivered or made available to Republic and the Republic Subsidiaries complete and accurate copies of each of the following items for the years ended December 31, 1993, December 31, 1994 and December 31, 1995: (i) all audit reports, letter rulings and technical advice memoranda relating to federal, state, local and foreign Taxes due from any of the Conveyed Entities or their Subsidiaries, (ii) federal, state, local and foreign Tax Returns filed by the Conveyed Entities or their Subsidiaries and (iii) obligations under any record retention, transfer pricing, closing agreements entered into by any of the Conveyed Entities or other agreement or arrangement their Subsidiaries with any taxing authority that authority, in each case existing on the date hereof. The Conveyed Entities and their Subsidiaries will survive deliver to Republic and the Closing.Republic Subsidiaries all materials with respect to the foregoing for all matters arising after the date hereof; and (ko) None Schedule 4.16 sets forth all taxable years of each Conveyed Entity and each Subsidiary that are open for purposes of the Assets includes any equity interests in assessment of additional federal, state, local or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codeforeign Income Taxes.

Taxes. (a1) All material Sirius and each Sirius Subsidiary has timely filed with the appropriate Governmental Authority all Tax Returns required to be filed by or with respect to Kemmerer and the Assets have been timely filed, taking into account any extension of time within which to file such Tax Returns, and all such Tax Returns are complete and correct correct, subject in all material respectseach case to such exceptions as have not resulted in a Material Adverse Effect with respect to Sirius. Sirius and each Sirius Subsidiary has duly paid (or there has been paid on their behalf), and or made adequate provisions for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. Neither Sirius nor any Sirius Subsidiary has received a written claim, or to the Knowledge of Sirius, an unwritten claim, by any authority in a jurisdiction where any of them does not file Tax Returns that it is or may be subject to material Tax in that jurisdiction. Sirius and each Sirius Subsidiary have established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable by or with respect to each of them through the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to date of the Assets has not been extendedmost recent Sirius Financial Statements. (b2) Sirius (i) for all taxable years commencing with Sirius’ initial taxable year ended December 31, 2004 through December 31, 2015, has been subject to taxation as a REIT and has satisfied all requirements to qualify for taxation as a REIT; (ii) has operated since January 1, 2016 to the date hereof in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner so that it (including New Sirius in its capacity as successor to Sirius) will qualify as a REIT through the Sirius-Polaris Merger Effective Time; (in the case of each of clauses (i), (ii), and (iii), independent of, and without having to comply with, any (A) procedure for payment of a material deficiency or other post-Closing dividend for any taxable year, or (B) provision for relief from any requirement of the Code which may be available from the IRS on a discretionary basis or only upon the payment of a material excise, penalty or similar Tax), and (iv) has not taken or omitted to take any action if such action or omission, as the case may be, could reasonably be expected to result in a challenge by the IRS or any other Governmental Authority to its status as a REIT, and to the Knowledge of Sirius, no such challenge is pending or has been threatened in writing. Section 4.02(o)(2) of the Sirius Disclosure Letter sets forth a true, correct and complete list identifying each Sirius Subsidiary that is a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or any other entity treated as a corporation for U.S. federal income tax purposes. New Sirius has at all times since its formation been treated as a Qualified REIT Subsidiary of Sirius until the New Holdco Merger Effective Time. (3) Neither Sirius nor New Sirius has any earnings and profits attributable to itself or any other corporation accumulated in any non-REIT year within the meaning of Section 857 of the Code. (4) Neither Sirius nor any Sirius Subsidiary (other than a Taxable REIT Subsidiary) has engaged at any time in any “prohibited transactions” within the meaning of Section 857(b)(6) of the Code. Neither Sirius nor any Sirius Subsidiary has engaged in any transaction that would give rise to “redetermined rents,” “redetermined deductions,” “redetermined TRS service income,” or “excess interest” described in Section 857(b)(7) of the Code. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentences will be imposed on Sirius or any Sirius Subsidiary. (5) There are no audits, investigations by any Governmental Authority or other proceedings ongoing or, to the Knowledge of Sirius threatened, with regard to any material disputes Taxes or claims (other than disputes material Tax Returns of Sirius or claims any Sirius Subsidiary. No deficiency for Taxes of Sirius or any Sirius Subsidiary has been claimed, proposed or assessed in writing or, to the Knowledge of Sirius, threatened, by any Governmental Authority, which deficiency has not yet been settled, except for such deficiencies which are being contested in good faith through by appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) or with respect to Kemmerer which the failure to pay has not resulted in a Material Adverse Effect with respect to Sirius Neither Sirius nor any Sirius Subsidiary has waived any statute of limitations with respect to material Taxes, or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year (in each case other than in connection with any extension of time to file any Tax Return). Neither Sirius nor any Sirius Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) with regard to material Taxes. (6) Neither Sirius nor any Sirius Subsidiary holds any asset the disposition of which would be subject to (or to rules similar to) Section 337(d) or Section 1374 of the Code or the Assets regulations thereunder or to the “prohibited transactions” Tax under Section 857(b)(6), nor has it disposed of any such asset during its current taxable year. (7) Sirius and each of the Sirius Subsidiaries have complied, in all material respects, with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Code or similar provisions under any foreign Laws) and have duly and timely withheld and have paid over to the appropriate Governmental Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws. (8) There are no Sirius Tax Protection Agreements (as hereinafter defined) in force or otherwise binding upon Sirius or any Sirius Subsidiary. No person has raised in writing, or to the Knowledge of Sirius, threatened to raise a material claim against Sirius or any Sirius Subsidiary for any Taxesbreach of any Sirius Tax Protection Agreements. As used herein, “Sirius Tax Protection Agreements” means any agreement to which Sirius, or any Sirius Subsidiary is a party: (i) pursuant to which any liability to holders of interests in a Sirius Subsidiary Partnership relating to Taxes may arise, whether or not as a result of the consummation of the Transactions; 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 Sirius Subsidiary Partnership, and no material assessment, deficiencythat requires Sirius, or adjustment any Sirius 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 been asserted not since expired or proposed in writing 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 Returns elections, (D) only dispose of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, assets in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunderparticular manner, or an entity disregarded as separate from its owner (E) permit any holder of interests in a Sirius Subsidiary Partnership to guarantee any debt or restore a deficit in such holder’s capital account. As used herein, “Sirius Subsidiary Partnership” means a Sirius Subsidiary that is a partnership for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (ai) All material Tax Returns that are required to be filed or delivered (taking into account any extensions of time within which to file or deliver) by or with respect to Kemmerer it and the Assets its Subsidiaries have been duly and timely filedfiled or delivered, and all such Tax Returns are complete and correct accurate in all material respects, and all material . (ii) All Taxes due and payable by have been timely paid in full (whether or with respect not shown to be due on the Assets Tax Returns referred to in clause (i)). (iii) All Taxes that it or any of its Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect over to the Assets has not been extendedproper Governmental Entity in a timely manner, to the extent due and payable. (biv) There are no material disputes No extensions or claims (other than disputes or claims being contested in good faith through appropriate proceedings and waivers of statutes of limitations for which adequate reserves the assessment of Taxes have been made in accordance with GAAP) with respect to Kemmerer given by or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed requested in writing with respect to any of its U.S. federal, state, local or foreign income Taxes or Tax Returns those of or with respect to Kemmerer and the Assetsits Subsidiaries. (cv) No material None of the Tax audits Returns referred to in clause (i) is currently under any audit, suit, proceeding, examination or administrative assessment by the IRS or judicial proceedings have been the relevant state, local or are being conductedforeign taxing authority and neither it nor its Subsidiaries has received written notice from any taxing authority that an audit, orsuit, to the Knowledge proceeding, examination or assessment in respect of Contributor, are such Tax Returns is pending or are proposed with respect to Kemmerer and the Assetsthreatened. (dvi) No deficiencies have been asserted or assessments made against it or its Subsidiaries by the relevant taxing authorities as a result of any audit or examination of any of the Tax Returns referred to in clause (i). (vii) No claim has been made in writing against it or its Subsidiaries by any taxing authorities in a jurisdiction where it or its Subsidiaries does not file Tax Returns that it or its Subsidiaries is or may be subject to taxation by that jurisdiction. (viii) It has made provision in accordance with GAAP, in the financial statements included in its SEC Filings filed before the date hereof, for all Taxes that accrued on or before the end of the most recent period covered by its SEC Filings filed before the date hereof. (ix) Neither it nor any of its Subsidiaries is a party to or is otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (i) exclusively between or among it and its wholly owned Subsidiaries or (ii) the primary purpose of which is not the allocation or payment of Tax liability that was entered into in the ordinary course of business consistent with past practice). (x) Within the past two years, neither it nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (xi) Neither it nor any of its Subsidiaries has participated in or been a party to a transaction that constitutes a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations. (xii) Neither it nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Merger from qualification as a reorganization with the meaning of Section 368(a) of the Code. (xiii) There are no Liens for Taxes on upon its property and assets or any of the Membership Interests its Subsidiaries’ property and the Assets other than, in the case of the Assets, Permitted Liensassets except for Liens not yet due and owing. (exiv) All material Taxes Neither it nor any of its Subsidiaries will be required for Tax purposes to be withheldinclude any item of income in, collected or deposited by exclude any item of deduction from, taxable income for any taxable period (or with respect to Kemmerer and portion thereof) ending on or after the Assets have been timely withheldClosing Date, collected or depositedtaking into account the Merger, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. a result of (fi) There are no outstanding agreements any change in method of accounting for a taxable period ending on or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the ConversionClosing Date, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay any “closing agreement” as described in Section 7121 of the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 Code (or any corresponding or similar provision of state, local or foreign income Tax Law); ) executed on or prior to the Closing Date, (iii) obligations any installment sale or open transaction made or entered into on or prior to the Closing Date, (iv) any prepaid amount received on or prior to the Closing Date or (v) any election under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k108(i) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) All material Tax Returns (other than any Parent Tax Return) required by Applicable Law to be filed by with any Taxing Authority by, or with respect to Kemmerer and on behalf of, the Assets Company or any of its Subsidiaries have been timely filedfiled when due in accordance with all Applicable Law (taking into account all extensions), and all such Tax Returns are complete correct and correct in complete. (b) The Company and each of its Subsidiaries has paid (or has had paid on its behalf) to the appropriate Taxing Authority all material respects, and all material Taxes due and payable by payable, except for Parent Taxes or Taxes being contested in good faith and for which adequate accruals or reserves have been established on the financial statements of the Company. (c) As of the date of this Agreement, there is no claim, audit, action, suit, proceeding or, to the Company’s Knowledge, investigation now pending or, to the Company’s Knowledge, threatened in writing against or with respect to the Assets have been paid Company or its Subsidiaries in full or adequately accrued. The time for filing respect of any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the AssetsParent Tax). (d) There are no Liens for Taxes on (other than Parent Taxes or Permitted Liens) upon any of the Membership Interests and the Assets other than, in the case assets of the Assets, Permitted LiensCompany or any of its Subsidiaries. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and Neither the Assets have been timely withheld, collected or deposited, Company nor any of its Subsidiaries has participated in a “listed transaction” as the case may be, and, to the extent required, have been paid to the relevant taxing authoritydefined in Treasury Regulations Section 1.6011-4(b)(2). (f) There are no outstanding agreements Each of the Company and its Subsidiaries has deducted, withheld and paid to the appropriate Governmental Authority all Taxes required to be deducted, withheld or waivers extending the applicable statutory periods of limitation for paid by it in connection with amounts paid or owing to any material Taxes associated with respect to Kemmerer employee, independent contractor, creditor, customer, stockholder, supplier or the Assets for any periodother Third Party. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of In the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from three years prior to the date of incorporation until the date immediately prior to the Conversionthis Agreement, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% no written claim has been made by any Taxing Authority in a jurisdiction in which each of the gross income generated by Company and each of its Subsidiaries does not file a particular type of Tax Return (other than any Parent Tax Return) or pay a particular type of Tax (other than any Parent Tax) that the Assets Company or any of its Subsidiaries is income that constitutes “qualifying income” within the meaning or may be required to file such type of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 Return (or any similar provision pay such type of stateTax), local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closingin such jurisdiction. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. Except as to matters that would not reasonably be expected to have a Company Material Adverse Effect: (ai) All material the Company and each of its Subsidiaries have timely filed (or there have been filed on their behalf) with appropriate taxing authorities all Tax Returns required to be filed by them on or prior to the date hereof (taking into account extensions), such Tax Returns are materially correct, and all amounts shown to be due and payable thereon have been duly and timely paid and the Company and each of its Subsidiaries have also timely withheld all Taxes that were required to have been withheld; (ii) there are no audits, claims, or judicial proceedings now pending or threatened by any taxing authority with respect to Taxes of the Company and its Subsidiaries and no deficiencies for any Taxes have been proposed or assessed in writing against or with respect to Kemmerer and the Assets have been timely filed, all such any Taxes due by or Tax Returns of the Company or any of its Subsidiaries. To the Knowledge of the Company, since December 31, 2007, no written claim has been made by any Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is or may be subject to taxation by that jurisdiction; (iii) to the Knowledge of the Company, there are complete and correct in all material respectsno Liens for Taxes upon any assets of the Company or any of its Subsidiaries, and all material except for Liens for Taxes (i) not yet due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (bii) There that are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets.proceedings; (civ) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There there are no outstanding agreements waivers to extend the statutory period of limitations applicable to the assessment or waivers extending collection of any Taxes against the applicable statutory periods Company or any of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period.its Subsidiaries; (gv) Contributor is not a neither the Company nor any of its Subsidiaries has participated in any “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying incomelisted transactions” within the meaning of Treasury Regulations Section 7704(d) of the Code.1.6011-4; or (jvi) There are no neither the Company nor any of its Subsidiaries (i) obligations to make a payment to has any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay liability for the Taxes of any Person as a transferee (other than the Company or successor, by contract or otherwise; including an obligation its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law, (ii) is a party to or bound by any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement (other than the Company Material Contracts or any commercial agreements or contracts not primarily related to Tax); , (iii) obligations under has entered into any record retentionclosing agreement pursuant to Section 7121 of the Code or any similar provision of state, transfer pricinglocal or foreign law, closing or other agreement (iv) has been either a “distributing corporation” or arrangement with any taxing authority that will survive a “controlled corporation” in a transaction intended to be governed by Section 355 of the Closing.Code during the two-year period ending on the date of this Agreement; (kvii) None of as used in this Agreement, the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.term:

Taxes. (a) All material Tax Returns Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Shares hereunder. In the event that the Company is required to be filed by withhold taxes as a result of the grant or with respect vesting of the Shares, or subsequent sale of the Shares, Employee shall surrender a sufficient number of whole Shares or make a cash payment as necessary to Kemmerer cover all applicable required withholding and payroll-based taxes at the time the Shares vest and the Assets have been timely filedtransfer restrictions on the Shares, as described in Section 5, lapse (or at such other time as required by applicable laws), unless alternative procedures for such payment are established by the Company. Employee will receive a cash refund for any fraction of a surrendered Share not necessary for required withholding taxes and required social security contributions. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, Employee authorizes the Company, its affiliates and subsidiaries, which are qualified to deduct tax at source, to deduct all such Tax Returns are complete applicable required withholding taxes and correct in all material respectssocial security contributions from Employee’s compensation. Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedextent permitted by law. (b) There are no material disputes or claims Employee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (other than disputes or claims being contested in good faith through appropriate proceedings and the “Code”), taxes as ordinary income the difference between the amount paid for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer Shares and the Assetsfair market value of the Shares as of the date all “forfeiture restrictions” on the Shares have lapsed. In this context, “forfeiture restrictions” mean the forfeiture obligation set forth in Section 3 of this Agreement and the restriction on transferability as set forth in Section 5 of this Agreement and in Section 7 of the Plan. (c) No material Tax audits or administrative or judicial proceedings have been or Employee understands that Employee may elect to be taxed at the time the Shares are being conductedissued, orbased on the value of the Shares at the issuance date, to rather than when and as the Knowledge forfeiture restrictions lapse (on the vesting dates), by filing an election under Section 83(b) (an “83(b) Election”) of Contributor, are pending or are proposed the Code with the Internal Revenue Service within 30 days from the date of issuance. Employee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to Kemmerer issuance and vesting of the Shares hereunder, and does not purport to be complete. The Company has directed Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, the tax consequences of Employee’s death, and the Assetsdecision as to whether or not to file an 83(b) Election (as well as appropriate advice and assistance with the actual filing of any such 83(b) Election) in connection with the issuance of the Shares. (d) There are no Liens for Taxes on Regardless of any of action the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or Company takes with respect to Kemmerer any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Employee acknowledges and agrees that the Assets have been timely withheld, collected or deposited, as ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and that the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. Company (i) At least 90% makes no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this issuance of Shares, including the vesting of the gross income generated by Shares or the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) subsequent sale of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreementShares; and (ii) obligations does not commit to structure the terms or any aspect of this issuance of Shares to reduce or eliminate Employee’s liability for Tax-Related Items. Prior to the vesting of the Shares, Employee shall pay the Taxes Company any amount of any Person Tax-Related Items that the Company may be required to withhold as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision result of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None Employee’s receipt of the Assets includes any equity interests Stock Award or Employee’s receipt of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Employee fails to comply with Employee’s obligations in or of any Person, and none of connection with the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the CodeTax-Related Items.

Taxes. (a) All Each of the Acquired Companies (i) has timely filed (or had filed on their behalf) all material Tax Returns required to be filed by any of them (after giving effect to any filing extension granted by a Governmental Body) and (ii) has paid (or with respect had paid on their behalf) or will timely pay Taxes (whether or not shown on such Tax Returns) that are required to Kemmerer and the Assets have been timely filed, all such be paid by it. Such Tax Returns are true, correct and complete and correct in all material respects. The most recent financial statements contained in the Company SEC Reports filed prior to the date hereof reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes payable by the Acquired Companies for all taxable periods and portions thereof through the date of such financial statements, and all material Taxes due and payable by or the Acquired Companies on the Closing Date will not exceed such reserve as adjusted through the Closing Date in accordance with the past custom and practice of any of the Acquired Companies in filing their Tax Returns. True and complete copies of all federal Tax Returns that have been filed with the IRS by the Company Parties with respect to the Assets taxable years commencing on or after January 1, 2004, have been paid provided or made available to Representatives of Parent prior to the date hereof. None of the Acquired Companies has executed or filed with the IRS or any other Taxing Authority any agreement, waiver or other document or arrangement extending the period for assessment or collection of material Taxes (including any applicable statute of limitation), which waiver or extension is currently in full or adequately accrued. The time for filing any Tax Return to be filed effect, and, except as set forth in Section 4.11(a) of the Disclosure Letter, no power of attorney with respect to any Tax matter is currently in force with respect to any of the Assets has not been extendedAcquired Companies. (b) There are no material disputes The Company, (i) for each taxable year of its existence has been subject to taxation as a real estate investment trust (“REIT”) within the meaning of Section 856 of the Code and has been organized and operated in conformity with the requirements for qualification and taxation as a REIT for such years, (ii) has operated to the date hereof in a manner that will permit it to qualify as a REIT for the taxable year that includes the date hereof, and (iii) shall continue to operate in such a manner as to permit it to continue to qualify as a REIT for the taxable year of the Company that includes the Closing Date (excluding, in the case of clause (iii), the distribution requirements). The Company has not taken any action or claims (other than disputes or claims being contested omitted to take any action that would reasonably be expected to result in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect a successful challenge by the IRS to Kemmerer or the Assets for any Taxesits status as a REIT, and no material assessmentchallenge to the Company’s status as a REIT is pending or has been threatened in a writing delivered to the Company or, deficiencyto the knowledge of the Acquired Companies, otherwise threatened. Excluding any Person in which the Company holds an equity interest of ten percent (10%) or less by both vote and value, within the meaning of Code Section 856(c)(4)(B)(iii), the Company does not own any interest (including through any Acquired Company) in any Person that is a corporation for U.S. federal income tax purposes, other than a corporation that qualifies as a “qualified REIT subsidiary,” within the meaning of Section 856(i)(2) of the Code, or adjustment has been asserted as a “taxable REIT subsidiary,” within the meaning of Section 856(1) of the Code. The Company is not receiving or proposed in writing with respect accruing any amount, directly or indirectly, that would be excluded from “rents from real property” pursuant to any Taxes or Tax Returns Section 856(d)(2)(B) of or with respect to Kemmerer and the AssetsCode. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any Each Subsidiary of the Membership Interests Company that is a partnership, joint venture, or limited liability company and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required that has not elected to be withheld, collected a “taxable REIT subsidiary” within the meaning of Code Section 856(1) (i) has been since its formation treated for U.S. federal income tax purposes as a partnership or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or depositeddisregarded entity, as the case may be, andand not as a corporation or an association taxable as a corporation and (ii) has not, since the later of its formation or the acquisition by the Company of a direct or indirect interest therein, owned any assets (including securities) that have caused the Company to violate Section 856(c)(4) of the extent required, have been paid Code or would cause the Company to violate Section 856(c)(4) of the relevant taxing authorityCode on the last day of any calendar quarter after the date hereof. (fd) There are no outstanding agreements or waivers extending None of the applicable statutory periods Acquired Companies holds any asset the disposition of limitation for any material Taxes associated with respect which would be subject to Kemmerer or rules similar to Section 1374 of the Assets for any periodCode. (ge) Contributor is The Acquired Companies have not a “foreign person” as defined in Section 1445(f)(3incurred any liability for material Taxes under sections 856(c), 856(g), 857(b), 860(c) or 4981 of the CodeCode or any rules similar to Section 1374 of the Code and (ii) none of the Acquired Companies has incurred any liability for Taxes that have become due and that have not been previously paid other than in the ordinary course of business. To the knowledge of the Acquired Companies, no event has occurred, and no condition or circumstance exists, which would reasonably be expected to result in any Tax described in the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from preceding sentence being imposed on the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% Company. None of the gross income generated by the Assets is income that constitutes Acquired Companies has engaged at any time in any “qualifying incomeprohibited transactions” within the meaning of Section 7704(d857(b)(6) of the Code. To the knowledge of the Acquired Companies, none of the Acquired Companies has engaged in any transaction that would give rise to “redetermined rents, redetermined deductions and excess interest” described in section 857(b)(7) of the Code. To the knowledge of the Acquired Companies, no event has occurred, and no condition or circumstance exists, that presents a risk that any Tax described in the preceding two (2) sentences will be imposed on any of the Acquired Companies. (f) All deficiencies asserted or assessments made with respect to any of the Acquired Companies by the IRS or any other Taxing Authority covering or including any of the Acquired Companies have been fully paid, and, to the knowledge of the Company, there are no other material audits, examinations or other proceedings relating to any Taxes of the Acquired Companies by any Taxing Authority in progress. Except as set forth in Section 4.11(f) of the Disclosure Letter, none of the Acquired Companies has received any written notice from any Taxing Authority that it intends to conduct such an audit, examination or other proceeding in respect of Taxes or make any assessment for Taxes. To the knowledge of the Acquired Companies, no audit, examination, or other proceeding is threatened. None of the Acquired Companies is a party to any litigation or pending litigation or administrative proceeding relating to Taxes. (g) The Acquired Companies have complied, in all material respects, with all applicable Legal Requirements relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, and 3402 of the Code or similar provisions under any foreign Legal Requirements) and have duly and timely withheld and have paid over to the appropriate Taxing Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Legal Requirements. (h) No claim has been made in a writing delivered to the Company or applicable Acquired Company by a Taxing Authority in a jurisdiction where any of the Acquired Companies does not file Tax Returns that any of the Acquired Companies is or may be subject to taxation by that jurisdiction, and to the knowledge of the Acquired Companies, no such claim is threatened. (i) Except as set forth in Section 4.11(i) of the Disclosure Letter, none of the Acquired Companies has requested any extension of time within which to file any material Tax Return, which material Tax Return has not yet been filed. (j) There are no None of the Acquired Companies is a party to any Tax sharing or similar agreement or arrangement pursuant to which it could have any obligations after the Closing. (k) None of the Acquired Companies has requested a private letter ruling from the IRS or comparable rulings from other taxing authorities. (l) None of the Acquired Companies (other than an Acquired Company that is a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code) (i) obligations to make is or has ever been a payment to any Person under any member of an affiliated group filing a consolidated federal income Tax allocation Return or Tax-sharing agreement; (ii) obligations to pay has any liability for the Taxes of any another Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign LawLegal Requirement); (iii) obligations under any record retention, transfer pricing, closing as a transferee or other agreement successor or arrangement with any taxing authority that will survive the Closingby Contract or otherwise. (km) Other than Permitted Encumbrances, there are no Encumbrances for Taxes (other than Taxes not yet due and payable for which adequate reserves have been made in accordance with GAAP) upon any of the assets of any of the Acquired Companies. (n) There is no Tax Protection Agreement currently in force and, as of the date of this Agreement, no Person has raised in writing, or to the knowledge of the Acquired Companies, threatened to raise, a claim against any of the Acquired Companies for any breach of any Tax Protection Agreement. (o) None of the Assets includes Acquired Companies is a party to any equity interests understanding or arrangement described in or of any Person, and none Section 6662(d)(2)(C)(ii) of the Assets are subject to any Tax partnership agreement Code or provisions requiring Treasury Regulations Section 1.6011-4(b) or is a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A material advisor as defined in Section 6111(b) of the Code. (p) None of the Acquired Companies has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law). (q) Subject to the necessary conditions set forth in Section 4.11(q) of the Disclosure Letter, the Company has the right to make or to require, and, after the Merger Effective Time will continue to have the right to make or to require, each entity in which any Acquired Company owns an equity interest in and that is subject to federal income tax as a partnership to make an election under Section 754 of the Code (and any corresponding elections under state or local tax law) to adjust the basis of its property as provided in Sections 734(b) and 743(b) of the Code. (r) Section 4.11(r) of the Disclosure Letter sets forth each entity in which any of the Acquired Companies owns an equity interest and states whether such entity is classified as a partnership, disregarded entity, or a corporation for federal income tax purposes. In the case of an entity classified as a corporation for federal income tax purposes, such schedule states whether an effective election has been made to treat such entity as a “taxable REIT subsidiary” under Section 856(l) of the Code. (s) To the knowledge of the Acquired Companies, as of the date hereof, the Company is a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code. (t) As used herein, “Tax Protection Agreement” means any written or oral agreement to which any of the Acquired Companies is a party or otherwise subject pursuant to which: (a) any liability to holders of partnership interests in any Subsidiary of the Company relating to Taxes may arise, whether or not as a result of the consummation of any of the Merger Transactions; (b) in connection with the deferral of income Taxes of a holder of partnership interests of any Subsidiary of the Company, any of the Acquired Companies has agreed to (i) maintain a minimum level of debt or continue a particular debt or allocate a certain amount of debt to a particular partner, (ii) retain or not dispose of assets for a period of time that has not since expired, (iii) make or refrain from making Tax elections and/or (iv) only dispose of assets in a particular manner; and/or (c) limited partners of the Operating Partnership (i) have guaranteed Debt of the Operating Partnership or any Subsidiary thereof or (ii) agreed to indemnify another Person with respect to such Person’s liability for Debt of the Operating Partnership or any Subsidiary thereof.

Taxes. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) All material Tax Returns required by Applicable Law to be filed by with any Taxing Authority by, or with respect to Kemmerer and on behalf of, the Assets Company or any Company Subsidiary have been timely filedfiled when due (giving effect to all extensions and whether or not shown as due on any Tax Return) in accordance with all Applicable Law, and all such Tax Returns are complete true, correct and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedcomplete. (b) There are no material disputes The Company and each of the Company Subsidiaries has paid (or claims has had paid on its behalf) or has withheld and remitted to the appropriate Taxing Authority all Taxes due and payable, or (other than disputes i) where payment is not yet due, has established (or claims has had established on its behalf and for its sole benefit and recourse) in accordance with GAAP an adequate accrual or (ii) where payment is being contested in good faith through pursuant to appropriate proceedings procedures, has established (or has had established on its behalf and for which adequate reserves have been made its sole benefit and recourse) in accordance with GAAP) with respect to Kemmerer or GAAP an adequate reserve, in each case for all Taxes through the Assets end of the last period for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer which the Company and the AssetsCompany Subsidiaries ordinarily record items on their respective books and records. (c) No material All federal income Tax audits or administrative or judicial proceedings Returns of the affiliated group of which the Company is the common parent through the Tax year ended December 31, 2019 have been examined and closed or are being conductedTax Returns with respect to which the applicable period for assessment under Applicable Law, after giving effect to extensions or waivers, has expired. (d) Neither Company nor any of the Company Subsidiaries (or any member of any affiliated, consolidated, combined or unitary group of which Parent or any of its Subsidiaries is or has been a member) has granted any extension or waiver of the limitation period applicable to the assessment or collection of any federal, state, or non-U.S. income Tax. (e) There is no Proceeding (including an audit) pending or, to the Knowledge of Contributorthe Company, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, threatened in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by writing against or with respect to Kemmerer and the Assets have been timely withheld, collected Company or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityCompany Subsidiaries in respect of any Tax or Tax asset which remains unresolved. (f) There are no outstanding agreements requests for rulings or waivers extending determinations in respect of any Tax or Tax asset pending between the applicable statutory periods of limitation for Company or any material Taxes associated with respect to Kemmerer or the Assets for Company Subsidiary and any periodTaxing Authority. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of During the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. two (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from 2)-year period ending on the date of incorporation until this Agreement, the date immediately prior Company was not a distributing corporation or a controlled corporation in a transaction intended to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated be governed by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) 355 of the Code. (jh) There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of the Company or any Company Subsidiary. (i) obligations No claim has been made in writing by any Taxing Authority in a jurisdiction where the Company and/or the Company Subsidiaries do not file Tax Returns that the Company or any Company Subsidiary is or may be subject to make taxation by, or required to file any Tax Return in, that jurisdiction. (j) Neither the Company nor any Company Subsidiary (1) has been a payment member of an affiliated, consolidated, combined or unitary group other than one of which the Company or any Company Subsidiary was the common parent, (2) is party to any Person under Tax Sharing Agreement (other than any Tax allocation such agreement solely between the Company and Company Subsidiaries), or Tax-sharing agreement; (ii3) obligations to pay has any liability for the Taxes of any Person as a transferee (other than the Company or successor, by contract or otherwise; including an obligation any Company Subsidiary) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign non-U.S. Law); (iii) obligations under or any record retention, transfer pricing, closing Tax Sharing Agreement or other agreement as a transferee or arrangement with any taxing authority that will survive the Closingsuccessor. (k) None of Neither the Assets includes Company nor any equity interests in Company Subsidiary has taken or agreed to take any action or has knowledge of any Person, and none fact or circumstance that could reasonably be expected to prevent the Integrated Mergers from qualifying as a reorganization within the meaning of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 368(a) of the Code. (l) Except as set forth in Section 4.16(l) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has (i) deferred any Taxes under Section 2303 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended, or (iii) applied for or received any loan under the Paycheck Protection Program under the CARES Act (or, in each case, any similar provision of U.S. or non-U.S. Law). (m) All material Taxes required to have been withheld and remitted by the Company or any of its Subsidiaries under applicable Law, including in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party, have been withheld or collected and, to the extent required, have been timely paid over to the appropriate Taxing Authority, and all material Tax Returns, including any IRS Forms W-2 and 1099 and other applicable forms, required with respect thereto have been properly completed and timely filed in all material respects. (n) Neither the Company nor any of its Subsidiaries has participated or engaged in, or is otherwise required to make any disclosure with the IRS with respect to, any transaction that constitutes a “listed transaction” pursuant to Treasury Regulations Section 1.6011-4(b)(2) (or any analogous, comparable or similar provision of state, local or non-U.S. Law).

Taxes. The Company and each of its Subsidiaries (ai) All material have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns (as defined below) required to be filed by or with respect to Kemmerer any of them and the Assets have been timely filed, all such filed Tax Returns are complete and correct accurate in all material respects, and ; (ii) have paid all material Taxes (as defined below) that are shown as due on such filed Tax Returns (or that are otherwise due and payable by payable) or that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being matters contested in good faith through appropriate proceedings and for which adequate reserves have been made established in accordance with GAAP; and (iii) have not waived any statute of limitations with respect to Kemmerer Taxes or the Assets for agreed to any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing extension of time with respect to any Taxes a Tax assessment or Tax Returns deficiency. As of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or date hereof, there are being conducted, not pending or, to the Knowledge knowledge of Contributorthe Company, are pending threatened, any audits, examinations, investigations or are proposed with other proceedings in respect to Kemmerer and the Assets. (d) of Taxes or Tax matters. There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, andnot, to the extent requiredknowledge of the Company, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability. The Company has made available to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) Parent true and correct copies of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For Tax Returns filed by the Company and its Subsidiaries for each of the three most recent fiscal years. The consolidated United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% Tax Returns of the gross income generated by Company have been examined, or the Assets is income that constitutes “qualifying income” within statutes of limitations have closed, with respect to all taxable years through and including 2004. To the meaning of Section 7704(d) knowledge of the Code. (j) There are Company, no (i) obligations claim has been made in the previous five years by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to make a payment to taxation by that jurisdiction. Neither the Company nor any Person under of its Subsidiaries has any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the liability for Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation (other than the Company and its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 6, any comparable provision of U.S., state, local or foreign law, or otherwise. Neither the Company nor any of its Subsidiaries has been a party to a “reportable transaction” (as that term is defined in Treasury Regulation Section 1.6011-4(b)(1)). Neither the Company nor any of its Subsidiaries is a party to any Tax sharing agreement (with any Person other than the Company and/or any of its Subsidiaries). Neither the Company nor any of its Subsidiaries has been a party to any distribution occurring during the last 30 months in which the parties to such distribution treated the distribution as one to which Section 355 of the Code (or any similar provision of state, local or foreign Law); law) applied. Each material Tax election made by the Company or any of its Subsidiaries has been timely and properly made. As used in this Agreement, (iiii) obligations under any record retentionthe term “Tax” (including, transfer pricingwith correlative meaning, closing the term “Taxes”) includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or assessments of any Personnature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, and none of (ii) the Assets are subject to any term “Tax partnership agreement or provisions requiring a partnership income Tax Return Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codesupplied to a Tax authority relating to Taxes.

Taxes. (a) All Each of the Company and its Subsidiaries has prepared, in the manner required by applicable Tax Law, and timely filed (taking into account any applicable extensions of time to file) all U.S. federal, state, local and non-U.S. income, corporation and franchise Tax Returns and all other material Tax Returns required to be filed by relating to any and all Taxes concerning or with respect attributable to Kemmerer the Company, any of its Subsidiaries or their respective operations, and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respectsrespects are true, correct and complete. The Company and its Subsidiaries have timely paid or withheld and timely paid over all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been made established in accordance with GAAP) with respect to Kemmerer that have become due, whether or not shown on any Tax Return. (b) Neither the Assets Company nor any of its Subsidiaries has incurred any liability for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed Taxes since the date of the Balance Sheet other than in writing with respect to any Taxes or Tax Returns the ordinary course of or with respect to Kemmerer and the Assetsbusiness. (c) No Neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations on or extension of the period for the assessment or collection of any material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assetsany open tax year. (d) There are Except as set forth in Section 4.14(d) of the Company Disclosure Schedule, (i) no Liens for Taxes on audit or other examination of any income or other material Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Membership Interests Company or any of its Subsidiaries been notified in writing of any proposed audit or other examination of any such Tax Return; and (ii) no material adjustment relating to any Tax Return filed by the Assets other than, Company has been proposed in writing by any Governmental Authority that remains unsettled or unpaid. No claim has been made in writing within the case past three years by any Governmental Authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that any of the Assets, Permitted Liensthem is or may be subject to taxation by that jurisdiction. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer There are (and immediately following the Effective Time there will be) no Liens on the Assets have been timely withheldof the Company or any of its Subsidiaries relating or attributable to Taxes, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityother than Permitted Encumbrances. (f) There are no outstanding agreements Neither the Company nor any of its Subsidiaries is, or waivers extending has been during the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or five-year period ending on the Assets for any period. (g) Contributor is not date hereof, a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying incomereal property holding corporation” within the meaning of Section 7704(d897(c)(2) of the Code. (jg) There are no Except as set forth in Section 4.14(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay material liability for the Taxes of any Person as a transferee person (other than the Company or successor, by contract or otherwise; including an obligation any of its Subsidiaries) under Treasury Regulations Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. Law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of Law or otherwise (including, without limitation, liability for social security payments for subcontractors) or (ii) any material liability under any Tax sharing, indemnification or allocation agreement (other than among a group the common parent of which was the Company or any of its Subsidiaries). Neither the Company nor any of its Subsidiaries is a party to any joint venture, partnership or other agreement that is treated as a partnership for Tax purposes. (h) Except as set forth in 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries will be required to include any material income or gain in or exclude any material deduction or loss from income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting made on or prior to the Closing Date, (ii) closing agreement under Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign income Tax Law); ) entered into on or prior to the Closing Date, (iii) obligations income deferred under Section 108(i) of the Code, (iv) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or any record retentioncorresponding or similar provision of state, transfer pricinglocal, closing or other agreement foreign income Tax Law) in connection with a transaction entered into prior to the Closing Date, (v) installment sale or arrangement with open transaction disposition entered into prior to the Closing Date or (vi) prepaid amount received prior to the Closing Date. (i) Within the past three years, neither the Company nor any taxing authority that will survive of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the ClosingCode. (j) Neither the Company nor any of its Subsidiaries has been a party to a reportable transaction under Treas. Reg. § 1.6011-4(b). (k) None The Company and each of its Subsidiaries is in material compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”), and the consummation of the Assets includes transactions contemplated by this Agreement will not have any equity interests in or adverse effect on the continued validity and effectiveness of any Person, and none such Tax Incentive. (l) Except as set forth in Section 4.14(l) of the Assets are subject Company Disclosure Schedule, there is no Contract to which the Company is a party, including the provisions of this Agreement, covering any Tax partnership agreement employee, consultant or provisions requiring a partnership income Tax Return director of the Company, that, individually or collectively, could give rise to the payment of any amount that would not be filed under Subchapter K of Chapter 1 of Subtitle A deductible pursuant to Section 280G of the Code. There is no Contract to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any employee, consultant or director for excise Taxes paid pursuant to Section 4999 of the Code. The Company has provided Parent with a list of all persons who are “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof. (m) Except as set forth in Section 4.14(m) of the Company Disclosure Schedule, the Company is not party to any Contract that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. The Company is not a party to, or otherwise obligated under, any Contract that provides for a gross up of Taxes imposed by Section 409A of the Code. Each nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code) is in material compliance and has been operated in material compliance with Section 409A of the Code. Each Company Option, stock appreciation right, or other similar right to acquire Company Shares or other equity of the Company granted to or held by an individual or entity who is or may be subject to United States taxation has an exercise price that that is not less than the fair market value of the underlying equity as of the date such Company Option, stock appreciation right or other similar right was granted. (n) Except as set forth in Section 4.14(n) of the Company Disclosure Schedule, the Company and its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. (o) The Company has made available to Parent or its legal counsel or accountants copies of all income and franchise Tax Returns and all related work papers (including work papers in connection with financial statement reserves for Taxes) of the Company and each of its Subsidiaries for all Tax periods beginning on or after January 1, 2007.

Taxes. (a) All The Company and each Company Subsidiary has duly and timely filed, or has caused to be duly and timely filed on its behalf, all income and other material Tax Returns required to be filed by or with respect to Kemmerer it, and the Assets have been timely filed, all such Tax Returns are true, complete and correct accurate in all material respects. All material Taxes of the Company and the Company Subsidiaries (whether or not shown to be due on such Tax Returns) have been duly and timely paid. All Taxes required to be withheld by the Company or any Company Subsidiaries have been duly and timely withheld, and all material such withheld Taxes due have been either duly and payable by or with respect timely paid to the Assets have been paid proper Governmental Entity or properly set aside in full or adequately accrued. The time accounts for filing any Tax Return to be filed with respect to the Assets has not been extendedsuch purpose. (b) There are no material disputes or claims The most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all Taxes payable by the Company and the Company Subsidiaries (other than disputes or claims being contested in good faith addition to any reserve for deferred Taxes to reflect temporary differences between book and Tax items) for all Taxable periods and portions thereof through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) the date of such financial statements. No deficiency with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment amount of Taxes which has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. assessed (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributorthe Company, proposed or threatened) against the Company or any Company Subsidiary remains unpaid or unresolved, and no requests for waivers of the time to assess any such Taxes are pending pending. None of the Company or are proposed any Company Subsidiary is currently under audit, examination, investigation or other proceeding by any Governmental Entity with respect to Kemmerer material Taxes or a material Tax Return. (c) The federal income Tax Returns of the Company and each Company Subsidiary consolidated in such Tax Returns have been examined by and settled with the AssetsIRS, or have closed by virtue of the expiration of the relevant statute of limitations, for all years through 2015. All material assessments for Taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid. (d) There are no Liens for Taxes on No jurisdiction (whether within or without the United States) in which the Company or any of its Subsidiaries has not filed a particular type of Tax Return or paid a particular type of Tax has asserted that the Membership Interests and the Assets other than, Company or such Company Subsidiary is required to file such Tax Return or pay such type of Tax in the case of the Assets, Permitted Lienssuch jurisdiction. (e) All material Taxes None of the Company or any Company Subsidiary will be required to be withheldinclude any material item of income in, collected or deposited by exclude any material item of deduction from, taxable income for any taxable period (or with respect to Kemmerer and portion thereof) ending after the Assets have been timely withheld, collected or depositedClosing Date, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. a result of any (fi) There are no outstanding agreements change in method of accounting for a taxable period ending on or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% Closing Date under Section 481 of the gross Code (or any corresponding provision of state, local or foreign income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; law), (ii) obligations installment sale or open transaction disposition made on or prior to pay the Taxes Closing Date, (iii) prepaid amount received on or prior to the Closing Date, (iv) any election pursuant to Section 108(i) or Section 451 of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 the Code (or any similar provision of state, local or foreign Law); ) or (iiiv) obligations using the deferral method provided for under Revenue Procedure 2004-34 in respect of any record retention, transfer pricing, closing transaction occurring or other agreement or arrangement with any taxing authority that will survive payment received prior to the Closing. (kf) None of the Assets includes Company or any equity interests Company Subsidiary has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local Law), in either case that would be binding upon the Company or any of the Company Subsidiaries after the Closing Date. (g) There are no material Liens for Taxes (other than Permitted Liens) on the assets of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary (i) is bound by any agreement requiring it to make a payment to a Person (other than the Company or any Company Subsidiary) with respect to Taxes or (ii) has any liability for the Taxes of any PersonPerson (whether under Treasury Regulation Section 1.1502-6 or any similar provision of state, and none of the Assets are subject local or foreign Law, as a transferee or successor, pursuant to any Tax partnership sharing or indemnity agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A other contractual agreements, or otherwise). (h) None of the CodeCompany or any Company Subsidiary has participated or engaged in any transaction that constitutes a “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(c) (or any analogous, comparable or similar provision of state, local or foreign Law). (i) Neither the Company nor any Company Subsidiary has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution that could otherwise constitute a “plan” or “series of related transactions” in conjunction with the transaction contemplated by this Agreement. (j) The Company has validly elected pursuant to Section 965(h) of the Code to defer its Section 965(h) net tax liability, and except for the Merger contemplated by this Agreement, neither the Company nor any Company Subsidiary has taken any action that would be treated as an acceleration event under Treasury Regulations Section 1.965-7(b)(3).

Taxes. (a) All PFS and the PFS Subsidiaries that are at least 80 percent owned by PFS are members of the same affiliated group within the meaning of Code Section 1504(a). PFS has duly filed all federal, state and material Tax Returns local tax returns required to be filed by or with respect to Kemmerer PFS and each Significant Subsidiary of PFS on or prior to the Assets have been timely filedClosing Date, taking into account any extensions (all such Tax Returns are complete returns, to the Knowledge of PFS, being accurate and correct in all material respects, ) and has duly paid or made provisions for the payment of all material Taxes due federal, state and payable local taxes which have been incurred by or with respect are due or claimed to be due from PFS and any Significant Subsidiary of PFS by any taxing authority or pursuant to any written tax sharing agreement on or prior to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (Closing Date other than disputes taxes or claims other charges which (i) are not delinquent, (ii) are being contested in good faith through appropriate proceedings and for which adequate reserves faith, or (iii) have not yet been made in accordance with GAAP) with respect to Kemmerer or fully determined. As of the Assets for any Taxesdate of this Agreement, PFS has received no notice of, and to the Knowledge of PFS, there is no material audit examination, deficiency assessment, deficiency, tax investigation or adjustment has been asserted or proposed in writing refund litigation with respect to any Taxes taxes of PFS or Tax Returns any of its Significant Subsidiaries, and no claim has been made by any authority in a jurisdiction where PFS or with respect any of its Significant Subsidiaries do not file tax returns that PFS or any such Significant Subsidiary is subject to Kemmerer taxation in that jurisdiction. Except as set forth in PFS DISCLOSURE SCHEDULE 5.7, PFS and its Significant Subsidiaries have not executed an extension or waiver of any statute of limitations on the Assets. (c) No assessment or collection of any material Tax audits or administrative or judicial proceedings tax due that is currently in effect. PFS and each of its Significant Subsidiaries has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or are being conductedowing to any employee, orindependent contractor, creditor, stockholder or other third party, and PFS and each of its Significant Subsidiaries, to the Knowledge of ContributorPFS, are pending or are proposed has timely complied with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Membership Interests Code and the Assets other than, in the case of the Assets, Permitted Lienssimilar applicable state and local information reporting requirements. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. Except as set forth in Section 4.16 of the ASC Disclosure Letter and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ASC: (a) All material ASC and each ASC Subsidiary has timely filed in accordance with applicable law all Tax Returns required to be filed by or with respect to Kemmerer it, its operations and the Assets have been timely filedassets, and has paid or caused to be paid all such Taxes required to be paid. All Tax Returns are complete filed by ASC or any ASC Subsidiary with respect to Taxes were prepared in compliance with all applicable laws and regulations and were true, complete, and correct in all material respectsrespects as of the date on which they were filed or as subsequently amended to the date hereof. Complete copies of federal, state, local, and foreign Tax Returns of ASC and each ASC Subsidiary for each of the years ended 1999 and 1998 have heretofore been delivered or made available to MeriStar. Prior to the date hereof, ASC has provided to MeriStar copies of all material revenue agents' reports and other written assertions of deficiencies or other liabilities for Taxes due of ASC and payable by or each ASC Subsidiary with respect to past periods for which the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets applicable statute of limitations has not been extendedexpired. (b) There ASC and each ASC Subsidiary has timely paid all Taxes for which a notice of, or assessment or demand for, payment has been received or which are no material disputes otherwise due and payable with respect to ASC or claims any ASC Subsidiary, its operations and assets (other than disputes in each case, whether or claims not shown on any Tax Return), except for Taxes that are being contested in good faith through by appropriate proceedings (all of which are disclosed on Section 4.16(b) of the ASC Disclosure Letter) and for payment of which Taxes adequate reserves will have been made in accordance with GAAP) with respect to Kemmerer or set up as of the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the AssetsClosing Date. (c) No material Tax audits or administrative or judicial proceedings have been or are being conductedASC and each of the ASC Subsidiaries has complied with all applicable law, orrules, and regulations relating to the Knowledge withholding of Contributor, are pending Taxes and has timely collected or are proposed with respect withheld and paid over to Kemmerer the proper governmental authorities all amounts required to be so collected or withheld and the Assetspaid over for all prior periods under all applicable laws. (d) There are no Liens outstanding agreements, waivers, or arrangements extending the statutory period of limitations for the assessment or collection of Taxes on with respect to any of the Membership Interests Tax Return that relates to ASC or any ASC Subsidiary, which waivers or extensions currently are in effect, and the Assets other than, in the case of the Assets, Permitted Liensno request for any such waiver or extension is currently pending. (e) All material There are no Tax rulings, request for rulings, or closing agreements relating to ASC or any ASC Subsidiary which could affect its liability for Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and for any period after the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityClosing Date. (f) No action, suit, proceeding, investigation, audit, claim, or assessment is presently pending or, to the knowledge of ASC, proposed with regard to any Taxes that relate to ASC or any ASC Subsidiary for which ASC would or could be liable. There are no outstanding agreements requests from any taxing authority for information or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer Taxes of ASC or the Assets ASC Subsidiaries. Neither ASC nor the ASC Subsidiaries has any knowledge or any fact or condition that, if known to any taxing authority having jurisdiction, would likely result in the issuance of a notice of proposed deficiency or similar notice of intention to assess Taxes against ASC or the ASC Subsidiaries, and no issue has arisen in any examination of ASC or the ASC Subsidiaries by any taxing authority that if raised with respect to any other period not so examined would result in a material deficiency for any periodother period not so examined, if upheld. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) Neither ASC nor any of the Code, ASC Subsidiaries (i) has agreed to or is required to make any adjustment pursuant to Section 481 of the Code (or any predecessor or similar provision of other laws or regulations) by reason of a change in accounting method or otherwise; (ii) has knowledge that any taxing authority has proposed any such adjustment or change which proposal is currently pending; or (iii) has an application pending with any taxing authority requesting permission for any change in accounting methods that relates to its business and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposesoperations. (h) For United States federal income tax purposesNeither ASC nor any ASC Subsidiary (i) is a party to, Kemmerer was a “C” corporation from the date is bound by, or has any obligation under, any Tax sharing agreement or similar contract, (ii) has any current or potential contractual obligation to indemnify any other person with respect to Taxes, or (iii) has any obligation to make distributions in respect of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its ownerTaxes. (i) At least 90% No Taxes are delinquent or constitute a lien against ASC or any ASC Subsidiary, except with respect to Taxes being contested in good faith by appropriate proceedings (all of which are disclosed on Section 4.16(i) of the gross income generated ASC Disclosure Letter) and for payment of which Taxes adequate reserves have been established. (j) There is no contract, agreement, plan, or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Assets is income that constitutes “qualifying income” within the meaning ASC or MeriStar by reason of Section 7704(d) 280G of the Code. (jk) There The unused "net operating losses" (as defined in Section 172 of the Code) of ASC and each ASC Subsidiary (the years which all such net operating losses arose and will expire being set forth on Section 4.16(k) of the ASC Disclosure Letter) are no (i) obligations to make a payment not subject to any Person limitations under any Tax allocation Sections 382 or Tax-sharing agreement; (ii384 of the Code, except for those limitations which are set forth in Section 4.16(k) obligations to pay of the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the ClosingASC Disclosure Letter. (kl) None No property of ASC or any ASC Subsidiary is "tax-exempt use property" within the Assets includes any equity interests in or meaning of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 168 of the Code.

Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Elf: (a) All material Elf and each of its Subsidiaries has timely filed (or has had timely filed on its behalf) or will timely file or cause to be timely filed all Tax Returns required by applicable Law to be filed by it or with respect on its behalf prior to Kemmerer or as of the Effective Time, and the Assets have been timely filed, all such Tax Returns are are, or will be at the time of filing, true and complete and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes Elf and each of its Subsidiaries has timely paid (or claims has had timely paid on its behalf), or, where payment is not yet due, has established (other than disputes or claims being contested in good faith through appropriate proceedings has had established on its behalf and for which adequate reserves have been made its sole benefit and recourse) or (with respect to new Taxes for periods, or portions thereof, beginning after the date hereof) will establish or cause to be established in accordance with GAAP) with respect to Kemmerer GAAP on or before the Assets Effective Time, an adequate accrual for any Taxesthe payment of, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing all Taxes due with respect to any Taxes period ending prior to or Tax Returns as of or with respect to Kemmerer and the AssetsEffective Time. (c) No material The federal income Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed Returns filed with respect to Kemmerer Elf and its Subsidiaries have been examined and settled with the AssetsInternal Revenue Service (the "IRS") (or the applicable statutes of limitation for the assessment of federal income Taxes for such periods have expired) for all years through 1990. (d) There are no Liens or encumbrances for Taxes on any of the Membership Interests assets of Elf or any of its Subsidiaries other than those for Taxes not yet due and the Assets payable. Neither Elf nor any of its Subsidiaries is a party to any Tax sharing or indemnification agreement (other than, in the case of the Assets, Permitted Liensthan such agreements solely between or among Elf and its Subsidiaries). (e) All material Taxes required to be withheldElf and its Subsidiaries have complied with all applicable Laws, collected or deposited by or with respect to Kemmerer rules and the Assets have been timely withheld, collected or deposited, as the case may be, and, regulations relating to the extent required, have been paid to the relevant taxing authoritypayment and withholding of Taxes. (f) There No federal, state, local or foreign audits or administrative proceedings are no outstanding agreements pending with regard to any Taxes or waivers extending the applicable statutory periods Tax Return of limitation for Elf or its Subsidiaries and none of them has received a written notice of any material Taxes associated with respect to Kemmerer proposed audit or the Assets for proceeding regarding any periodpending audit or proceeding. (g) Contributor is not Neither Elf nor any of its Subsidiaries has constituted either a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, "distributing corporation" or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” "controlled corporation" within the meaning of Section 7704(d355(a)(1)(A) of the Code. Code in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (jA) There are no (i) obligations in the two years prior to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes date of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 this Agreement (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive constitute such a corporation in the Closing. (k) None two years prior to the date of the Assets includes any equity interests in or of any Person, and none Effective Time of the Assets are subject to any Tax partnership agreement Merger) or provisions requiring (B) in a partnership income Tax Return to be filed under Subchapter K distribution which otherwise constitutes part of Chapter 1 a "plan" or "series of Subtitle A related transactions" within the meaning of Section 355(e) of the CodeCode in conjunction with the Merger.

Taxes. (a) All UPR and its subsidiaries have duly filed all material federal, state, local and foreign income, franchise, excise, real and personal property and other Tax Returns (including, but not limited to, those filed on a consolidated, combined or unitary basis) required to have been filed by UPR or its subsidiaries prior to the date hereof. All of the foregoing Tax Returns and reports are true and correct (except for such inaccuracies that are, individually or in the aggregate, immaterial), and UPR and its subsidiaries have within the time and manner prescribed by Applicable Law paid or, prior to the Effective Time, will pay all Taxes, interest and penalties required to be paid in respect of the periods covered by such returns or reports or otherwise due to any federal, state, foreign, local or other taxing authority. Neither UPR nor any of its subsidiaries have any material liability for any Taxes in excess of the amounts so paid or reserves so established and neither UPR nor any of its subsidiaries is delinquent in the payment of any material Tax. Neither UPR nor any of its subsidiaries has requested or filed any document having the effect of causing any extension of time within which to file any returns in respect of any fiscal year which have not since been filed. No deficiencies for any material Tax have been proposed in writing, asserted or assessed (tentatively or definitely), in each case, by any taxing authority, against UPR or any of its subsidiaries for which there are not adequate reserves. Neither UPR nor any of its subsidiaries is the subject of any currently ongoing Tax audit except for those that are, individually or in the aggregate, immaterial. There are no pending requests for waivers of the time to assess any material Tax, other than those made in the ordinary course and for which payment has been made or there are adequate reserves. Neither UPR 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 Kemmerer and the Assets have been timely filed, all such a Tax Returns assessment or deficiency. There are complete and correct in all material respects, and all material Taxes due and payable by or no liens with respect to material Taxes upon any of the Assets have properties or assets, real or personal, tangible or intangible of UPR or any of its subsidiaries (other than liens for Taxes not yet due). To the knowledge of UPR, no claim has ever been paid made in full writing by an authority in a jurisdiction where none of UPR and its subsidiaries files Tax Returns that UPR or adequately accruedany of its subsidiaries is or may be subject to taxation by that jurisdiction. The time for filing Neither UPR nor any Tax Return of its subsidiaries has filed an election under Section 341(f) of the Code to be filed with respect to the Assets has not been extendedtreated as a consenting corporation. (b) There are no material disputes Neither UPR nor any of its subsidiaries is obligated by any contract, agreement or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) arrangement to indemnify any other person with respect to Kemmerer material Taxes. Neither UPR nor any of its subsidiaries are now or have ever been a party to or bound by any agreement or arrangement (whether or not written and including, without limitation, any arrangement required or permitted by law) binding UPR or any of its subsidiaries that (i) requires UPR or any of its subsidiaries to make any Tax payment to or for the Assets for account of any other person, (ii) affords any other person the benefit of any net operating loss, net capital loss, investment Tax credit, foreign Tax credit, charitable deduction or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes, and no material assessment, deficiency) of UPR or any of its subsidiaries, or adjustment has been asserted (iii) requires or proposed in writing with respect permits the transfer or assignment of income, revenues, receipts or gains to UPR or any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsits subsidiaries, from any other person. (c) No UPR and its subsidiaries have withheld and paid all material Tax audits or administrative or judicial proceedings Taxes required to have been withheld and paid in connection with amounts paid or are being conductedowing to any employee, orindependent contractor, to the Knowledge of Contributorcreditor, are pending shareholder or are proposed with respect to Kemmerer and the Assetsother third party. (d) There are no Liens for Taxes on Neither UPR nor any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation its subsidiaries is responsible for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation other person under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign Lawlaw); (iii) obligations under any record retention, transfer pricingas a transferee, closing by contract, or other agreement or arrangement with any taxing authority that will survive the Closingotherwise. (ke) None Neither UPR nor any of its subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" (within the Assets includes any equity interests in or meaning of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement (or will constitute such a corporation in the two years prior to the date of the Effective Time) or (ii) in a distribution which otherwise constitutes part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

Taxes. (a) All material Except as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by or with respect any of them; (ii) each of such filed Tax Returns (taking into account all amendments thereto) is complete and accurate; and (iii) all Taxes shown to Kemmerer and the Assets be due on such Tax Returns have been timely filedpaid in full, all such Tax Returns are complete or withheld and correct in all material respects, and all material Taxes due and payable by or with respect remitted to the Assets appropriate taxing authority, except for Taxes being contested in good faith and for which adequate reserves in accordance with GAAP have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to provided on the Assets has not been extendedCompany’s consolidated financial statements. (b) There are Except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of, or has pending, in process, or otherwise outstanding, any audit, examination or other Action from any taxing authority in respect of liabilities for Taxes of the Company or any of its Subsidiaries: (ii) no material disputes deficiency with respect to any Taxes has been assessed or claims (other than disputes proposed in writing against the Company or claims any of its Subsidiaries that has not been fully paid, except with respect to Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAPGAAP have been provided on the Company’s consolidated financial statements; and (iii) with respect to Kemmerer or any tax years open for audit as of the Assets for date hereof, neither the Company nor any Taxes, and no material assessment, deficiencyof its Subsidiaries has granted any waiver of any statute of limitations with respect to, or adjustment has been asserted any extension of a period for the assessment or proposed in writing with respect to collection of, any Taxes or Tax Returns of or with respect to Kemmerer and the AssetsTax. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case assets of the Assets, Company or any of its Subsidiaries other than Permitted Liens. (d) Except as would not have a Company Material Adverse Effect, no claim has been made in writing by any taxing authority in a jurisdiction in which the Company or any of its Subsidiaries has not filed a particular type of Tax Return or paid a particular type of Tax to the effect that the Company or such Subsidiary is required to file such Tax Return or pay such type of Tax in such jurisdiction. (e) All material Taxes required to be withheld, collected Neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2) or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityTreasury Regulations Section 301.6111-2(b)(2). (f) There are no outstanding agreements or waivers extending Neither the applicable statutory periods Company nor any of limitation for its Subsidiaries has any material liability for the Taxes associated with respect to Kemmerer of any Person (other than the Company or any of its Subsidiaries) under Section 1.1502-6 of the Assets for Treasury Regulations (or any periodcorresponding or similar provision of state, local, or non-U.S. Law), as a transferee or successor; or by contract (other than contracts entered into in the ordinary course of business the primary purpose of which is not Taxes). (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) Neither the Company nor any of the Code, and the rules and Treasury Regulations promulgated thereunderits Subsidiaries will be required to include any material item of income in, or an entity disregarded to exclude any material item of deductions from, taxable income from any Tax period (or portion thereof) ending after the Closing as separate from its owner a result of any (i) change in method of accounting for United States federal income tax purposes. a Tax period (hor portion thereof) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately ending prior to the ConversionClosing, and on and after the Conversion, Kemmerer is an entity disregarded (ii) closing agreement as separate from its owner. (i) At least 90% described in Section 7121 of the gross income generated by Code executed prior to the Assets is income that constitutes “qualifying income” within Closing, (iii) change in method of accounting adopted prior to the meaning Closing, (iv) open transaction disposition entered into prior to Closing outside the ordinary course of business, (v) prepaid amount received prior to Closing outside the ordinary course of business or (vi) application of Section 7704(d965 of the Code or any related provisions applicable to controlled foreign corporations under federal, state, local or non-U.S. Law. Neither the Company nor any of its Subsidiaries has made an election under Section 965(h) of the Code. (jh) There are no (i) obligations to make a payment to any Person under any Tax allocation requests for rulings or Tax-sharing agreement; (ii) obligations to pay the Taxes determinations in respect of any Person as income or other material Tax pending between any of the Company or any of its Subsidiaries, on the one hand, and any taxing authority, on the other hand. None of the Company or any of its Subsidiaries has received or applied for a transferee Tax ruling or successor, by contract entered into a closing agreement pursuant to Section 7121 of the Code (or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (any predecessor provision or any similar provision of state, local or foreign non-U.S. Law); , in either case that would be binding upon the Company or any of its Subsidiaries after the Closing Date. (i) The Company and its Subsidiaries have (i) to the extent applicable, properly complied with all requirements of applicable Tax Law in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) not deferred any payroll tax obligations pursuant to the CARES Act, (iii) obligations to the extent applicable, properly complied with all requirements of applicable Tax Law and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Act and Section 2301 of the CARES Act, and (iv) not sought (nor has any record retentionAffiliate that would be aggregated with the Company or any Subsidiary thereof and treated as one employer for purposes of Section 2301 of the CARES Act sought) a covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)), transfer pricingas added by Section 1102 of the CARES Act. (j) None of the Company nor any of its Subsidiaries has taken or failed to take any action that would reasonably be expected to adversely affect the tax-free status of the Internal Reorganization Transactions, closing the Contribution or other agreement or arrangement with any taxing authority that will survive the ClosingDistribution, each as defined in the Tax Matters Agreement dated as of June 28, 2018, by and between Autoliv, Inc. and the Company (the “Tax Matters Agreement”). (k) None Neither the Company nor any of its Subsidiaries has (i) any material liability under Section 2.2(c) of the Assets includes Tax Matters Agreement, (ii) taken any equity interests action described in or of any Person, and none Section 8.3 of the Assets are subject Tax Matters Agreement without first obtaining a Supplemental Tax Opinion (as defined in the Tax Matters Agreement) or (iii) received a notice described in Section 7.1 of the Tax Matters Agreement. (l) Since the Spin Date, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation,” or has otherwise participated, in a transaction intended to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed qualify under Subchapter K of Chapter 1 of Subtitle A Section 355 of the Code. (m) For purposes of this Section 4.15, all representations and warranties made with respect to the Company and its Subsidiaries are equally made with respect to any predecessor of the Company or any of its Subsidiaries that became such a predecessor following the Spin Date and any former Subsidiaries of the Company (with respect to all applicable periods following the Spin Date during or with respect to which such Subsidiaries were, or were treated as, Subsidiaries of the Company under applicable Tax Laws). The representations and warranties set forth in this Section 4.15 and, to the extent relating to Tax matters, Section 4.12, are the Company’s sole and exclusive representations with respect to Tax matters in this Agreement.

Taxes. (a) All Except as set forth on Schedule 4.15(a) of the Acquirer Disclosure Letter, all material Tax Returns required to be filed by or with respect to Kemmerer and the Assets Crosstex Entities have been timely filed, filed and all such Tax Returns of the Crosstex Entities are complete and correct in all material respects, respects and all material Taxes due and payable by or with respect relating to the Assets Crosstex Entities have been paid in full or adequately accruedfull. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are is no material disputes or claims claim (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets against any Crosstex Entity for any material Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any material Taxes or material Tax Returns of or with respect to Kemmerer and the AssetsCrosstex Entities. (cb) No Except as set forth on Schedule 4.15(b) of the Acquirer Disclosure Letter, no material Tax audits or administrative or judicial proceedings have been are being conducted or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the AssetsCrosstex Entities. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (ec) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets Crosstex Entities have been timely withheld, collected or deposited, deposited as the case may be, and, and to the extent required, have been paid to the relevant taxing authority. (fd) There Except as set forth on Schedule 4.15(d) of the Acquirer Disclosure Letter, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for the payment or assessment of any material Tax of, or any material Taxes associated with the ownership or operation of the assets of, any Crosstex Entity. (e) None of the Crosstex Entities is a party to any Tax sharing agreement or Tax indemnification agreement, and no payments are due or will become due by any Crosstex Entity pursuant to any such agreement or arrangement. (f) None of the Crosstex Entities has engaged in a transaction that would be reportable by or with respect to Kemmerer any Crosstex Entity pursuant to Treasury Regulation § 1.6011-4 or the Assets for any periodpredecessor thereto. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) There are no Liens on any of the Code, and the rules and Treasury Regulations promulgated thereunder, assets of any Crosstex Entity that arose in connection with any failure (or an entity disregarded as separate from its owner for United States federal income tax purposesalleged failure) to pay any Tax. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and Except as set forth on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(dSchedule 4.15(h) of the Code. (j) There are no (i) obligations Acquirer Disclosure Letter, none of the Crosstex Entities has been a member of or is a successor to make an entity that has been a payment to member of an affiliated group filing a consolidated federal income Tax Return or has any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay liability for the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricingas a transferee or successor, closing by contract, or other agreement or arrangement with any taxing authority that will survive the Closingotherwise. (ki) None Crosstex MLP has not elected to be treated as a corporation for federal Tax purposes. Crosstex MLP qualifies as a “publicly traded partnership” within the meaning of Section 7704(b) of the Assets includes any equity interests in or of any Person, Code and none at least 90% of the Assets gross income of Crosstex MLP for each taxable year since its formation has been from sources that are subject treated as “qualifying income” within the meaning of Section 7704(d) of the Code. Crosstex MLP has filed a federal income tax return that has in effect an election pursuant to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 754 of the Code.

Taxes. (a) All material Except as set forth in Schedule 3.11 of the Company Disclosure Schedule, (i) all Tax Returns (as defined in Section 3.11(d) hereof) required to be filed by or with respect to Kemmerer Taxes of the Company and each of its Subsidiaries as of the Assets date hereof have been filed in a timely filedmanner (taking into account all lawful extensions of due dates) other than those Tax Returns as to which the failure to file would not reasonably be expected to have a Material Adverse Effect, and all such Tax Returns are true, complete and correct in all material respects, and (ii) all material Taxes due and payable by have been timely paid or adequate provision in accordance with GAAP with respect to the Assets matters covered by such Tax Returns has been made for the payment therefor, (iii) the Company and each of its Subsidiaries has properly accrued all Taxes for periods subsequent to the periods covered by such Tax Returns, (iv) the Company and each of its Subsidiaries have been paid in full not received any written notice of deficiency or adequately accrued. The time for filing assessment from any Tax Return to be filed taxing authority with respect to liabilities for Taxes of the Assets has Company or its Subsidiaries that have not been extended. (b) There are no material disputes fully paid, finally settled or claims (other than disputes or claims being contested in good faith through appropriate proceedings and faith, (v) neither the Company nor any of its Subsidiaries has executed or filed with any taxing authority any agreement now in effect extending the period for assessment or collection of any Taxes (except for extensions to file Tax Returns which adequate reserves may have been made in accordance with GAAPsuch effect), (vi) there are no Liens with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on upon any of the Membership Interests and the Assets other than, in the case properties or assets of the AssetsCompany or its Subsidiaries and (vii) since the date of the most recently audited financial statements of the Company and each of its Subsidiaries, Permitted Liens. (ethe Company has incurred no liability for Taxes under Sections 857(b), 860(c) All material Taxes required to be withheldor 4981 of the Code, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheldincluding without limitation, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not Tax arising from a “foreign person” as defined prohibited transaction described in Section 1445(f)(3857(b)(6) of the Code, and neither the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from Company nor any of its owner Subsidiaries has incurred any liability for United States federal income tax purposesTaxes other than in the ordinary course of business. (hb) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. The Company (i) At least 90% will elect to be taxed as a real estate investment trust (a "REIT") within the meaning of the gross income generated by Code commencing with its taxable year ending December 31, 1997, (ii) for all taxable years commencing with its taxable year ending December 31, 1997, has been organized and operated in conformity with the Assets is income that constitutes “qualifying income” requirements for taxation as a REIT within the meaning of Section 7704(d856 of the Code, (iii) has operated to the date hereof, and intends to continue to operate, in such a manner as to qualify as a REIT for all of its taxable years ending on or prior to the Closing, and (iv) has not taken or omitted to take any action which would result in a successful challenge to its status as a REIT and, to the knowledge of the Company, no such challenge is pending or threatened. (c) Each of the Company's corporate Subsidiaries is a Qualified REIT Subsidiary as defined in Section 856(i) of the Code, and each partnership, limited liability company or joint venture in which the Company (either directly or indirectly) owns an equity interest thereof has been treated since its formation and continues to be treated for federal income tax purposes as a partnership and not as an association taxable as a corporation. (jd) There are no For purposes of this Agreement, (i) obligations to make a payment to any Person under any Tax allocation "Taxes" means all taxes, levies or Taxother like assessments, charges or fees (including estimated taxes, charges and fees), including, without limitation, income, corporation, advance corporation, gross receipts, transfer, excise, property, sales, use, value-sharing agreement; (ii) obligations to pay added, license, payroll, withholding, social security and franchise or other governmental taxes or charges, imposed by the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (United States or any similar provision of state, county, local or foreign Law); government or subdivision or agency thereof, and such term shall include any interest, penalties or additions to tax attributable to such taxes and (iiiii) obligations under "Tax Return" means any record retentionreport, transfer pricingreturn, closing statement or other agreement or arrangement with any written information required to be supplied to a taxing authority that will survive the Closingin connection with Taxes. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All The Company and each Company Subsidiary have (i) duly and timely filed (or there have been duly and timely filed on its behalf) with the appropriate Governmental Entities or Taxing Authorities all income Tax Returns and all other material Tax Returns required to be filed by or with it, and all notifications required to be filed by it in respect to Kemmerer and of the Assets have been timely filedCompany Stock Plans, all such which Tax Returns are and notifications were true, correct and complete and correct in all material respects, (ii) duly and timely paid in full or withheld, or established adequate reserves in accordance with GAAP for, all material Taxes that are due and payable by it (including estimated Tax payments), whether or not such Taxes were shown on any Tax Return or asserted by the relevant Governmental Entity or Taxing Authority, (iii) established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable with respect to the Assets results of operations of the Company and each Company Subsidiary through the date of this Agreement and (iv) complied in all material respects with all Laws applicable to the withholding and payment over of material Taxes and has timely withheld and paid over to, or, where amounts have not been paid in full so withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or adequately accrued. The time for filing any Tax Return Taxing Authorities all material amounts required to be filed with respect to the Assets has not been extendedso withheld and paid over. (b) There (i) is no material deficiency, Proceeding or request for information now pending, outstanding or threatened against or with respect to the Company or any Company Subsidiary in respect of any Taxes or Tax Returns and (ii) are no material disputes requests for rulings or claims determinations in respect of any Taxes or Tax Returns pending between the Company or any Company Subsidiary and any authority responsible for such Taxes or Tax Returns. (other than disputes c) No deficiency for any Tax has been asserted or claims assessed by any Governmental Entity or Taxing Authority in writing against the Company or any Company Subsidiary (or, to the knowledge of the Company or any Company Subsidiary, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently contested in good faith through by appropriate proceedings Proceedings and for which adequate reserves have been made established in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on Tax sharing agreements, Tax indemnity agreements or other similar agreements with respect to or involving the Company or any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensCompany Subsidiary. (e) All None of the Company or any Company Subsidiary has any liability for material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and as a result of having been a member of any affiliated group within the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods meaning of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(31504(a) of the Code, and or any similar affiliated or consolidated group for Tax purposes under state, local or foreign Law (other than a group the rules and Treasury Regulations promulgated thereundercommon parent of which is the Company), or an entity disregarded as separate from its owner has any liability for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee (other than the Company or successor, by contract or otherwise; including an obligation the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); , or as a transferee or successor, by Contract (other than Contracts entered into in the ordinary course of business, the primary purpose of which is not Tax) or otherwise. (f) There are no material adjustments under Section 481 of the Code (or similar or analogous provision of state, local or foreign Law) for income Tax purposes applicable to or required to be made by the Company or any Company Subsidiary as a result of changes in methods of accounting or other events occurring on or before the date hereof. (g) None of the Company or any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) obligations intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any record retentioncorresponding or similar provision of state, transfer pricinglocal or foreign Tax Law), closing (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date, (vi) cancellation or indebtedness income deferred pursuant to Section 108(i) of the Code, (vii) any inclusion under Section 951(a) or Section 951A of the Code attributable to (A) “subpart F income,” within the meaning of Section 952 of the Code, (B) direct or indirect holding of “United States property,” within the meaning of Section 956 of the Code, (C) “global intangible low-taxed income” as defined in Section 951A of the Code, in each case, determined as if the relevant taxable years ended on the Closing Date or (D) any inclusion under Section 965 of the Code, determined without regard to any election pursuant to Section 965(h) of the Code or (viii) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date. (h) There are no Liens for Taxes upon any property or assets of the Company or any Company Subsidiary, except for Permitted Liens. (i) Neither the Company nor any Company Subsidiary has participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b). (j) No material claim, other agreement than claims defeated or arrangement with withdrawn, has ever been made by an authority in a jurisdiction where the Company or any taxing authority Company Subsidiary has not filed Tax Returns that will survive the Closingit is or may be subject to taxation by that jurisdiction. (k) Neither the Company nor any Company Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with regard to a Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). (l) None of the Assets includes Company or any equity interests Company Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any Personsimilar provision of state, local or foreign Law). (m) The Company is not a foreign person within the meaning of Treasury Regulations Section 1.1445-2. The Company is not, and none has not been at any time within the last five years, a “United States real property holding corporation” within the meaning of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 897(c)(2) of the Code. (n) There is no power of attorney given by or binding upon the Company or any Company Subsidiary with respect to Taxes for any period for which the statute of limitations (including any waivers or extensions) has not yet expired. (o) None of the Indebtedness of the Company or any Company Subsidiary constitutes (i) “corporate acquisition indebtedness” (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code or (ii) an “applicable high yield discount obligation” under Section 163(i) of the Code. (p) None of the Company or any Company Subsidiary has taken or failed to take any action, or has knowledge of any facts or circumstances, that would prevent the Merger from constituting a Tax-free reorganization described in Section 368(a) and related provisions of the Code. (q) No capital contributions have been made to the Company or any Company Subsidiary (either directly or indirectly) at any time as part of a plan a principal purpose of which was to increase any limitation relating to any such entity under Section 382 of the Code.

Taxes. (a) All material The Company, each of its current Subsidiaries and each of its former Subsidiaries (in the case of any current or former Subsidiaries, during the period that such Subsidiary was or has been a Company Subsidiary) has (i) duly and timely filed or has caused to be filed with the appropriate Governmental Entities or Taxing Authorities all Tax Returns required to be filed by it in respect of any material Taxes, which Tax Returns were true, correct and complete in all material respects (or with respect requests for extensions to Kemmerer and the Assets file such Tax Returns have been timely filed, granted and have not expired), and true and complete copies of all such Tax Returns are complete for the taxable period ended on or after January 1, 2006 have been made available to Parent, (ii) duly and correct timely paid in all material respects, and full (or the Company has paid on the Company Subsidiaries’ behalf) all material Taxes due and payable by or with respect to the Assets have been periods covered by such Tax Returns, (iii) duly and timely paid in full or adequately accrued. The time withheld, or established adequate reserves in accordance with GAAP for, all material Taxes that are due and payable by it, whether or not such Taxes were asserted by the relevant Governmental Entity or Taxing Authority, (iv) established reserves in accordance with GAAP that are adequate for filing any Tax Return to be filed the payment of all material Taxes not yet due and payable with respect to the Assets results of operations of the Company and each Company Subsidiary through the date of this Agreement and (v) complied in all material respects with all Laws applicable to the withholding and payment over of Taxes and has timely withheld and paid over to, or, where amounts have not been extendedso withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or Taxing Authorities all material amounts required to be so withheld and paid over. (b) There (i) is no deficiency, delinquency, claim, audit, suit, proceeding, request for information or investigation now pending, outstanding or, to the knowledge of the Company, threatened against or with respect to the Company or any Company Subsidiary in respect of any material Taxes or material Tax Returns and (ii) are no requests for rulings or determinations in respect of any material disputes Taxes or claims material Tax Returns pending between the Company or any Company Subsidiary and any authority responsible for such Taxes or Tax Returns. (other than disputes c) No deficiency for any material Tax has been asserted or claims assessed by any Governmental Entity or Taxing Authority in writing against the Company or any Company Subsidiary (or, to the knowledge of the Company or any Company Subsidiary, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently contested in good faith through by appropriate proceedings and for which adequate reserves have been made established in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on tax sharing agreements, tax indemnity agreements or other similar agreements of any of kind, whether or not written, with respect to or involving the Membership Interests and the Assets other than, Company or any Company Subsidiary in the case of the Assets, Permitted Lienseffect. (e) All None of the Company or any Company Subsidiary has any liability for material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and as a result of having been a member of any affiliated group within the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods meaning of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(31504(a) of the Code, and or any similar Affiliated or consolidated group for tax purposes under state, local or foreign Law (other than a group the rules and Treasury Regulations promulgated thereundercommon parent of which is the Company), or an entity disregarded as separate from its owner has any liability for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the material Taxes of any Person as a transferee (other than the Company or successor, by contract or otherwise; including an obligation the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); , or as a transferee or successor, by contract or otherwise. (f) There are no material adjustments under Section 481 of the Code (or similar or analogous provision of state, local or foreign Law) for income Tax purposes applicable to or required to be made by the Company or any Company Subsidiary as a result of changes in methods of accounting or other events occurring on or before the date hereof. (g) None of the Company or any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iii) obligations intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any record retentioncorresponding or similar provision of state, transfer pricinglocal or foreign Tax Law), closing (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date or (vi) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date. (h) There are no Liens for Taxes upon any property or assets of the Company or any Company Subsidiary, except for Permitted Liens. (i) Neither the Company nor any Company Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (j) No material claim, other agreement than claims defeated or arrangement with withdrawn, has been made since January 1, 2006 by an authority in a jurisdiction where the Company or any taxing authority Company Subsidiary has not filed Tax Returns that will survive the Closingit is or may be subject to taxation by that jurisdiction. (k) None Neither the Company nor any Company Subsidiary has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with regard to a material Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course) since January 1, 2006. (l) Neither the Company nor any Company Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution of stock qualifying for tax-free treatment under Section 355 of the Assets includes any equity interests Code occurring during the two-year period ending on the date hereof or in a distribution which would otherwise constitute part of a “plan (or series of any Person, and none related transactions)” (within the meaning of Section 355(e) of the Assets are subject Code) in conjunction with the Merger. (m) There is no power of attorney given by or binding upon the Company or any Company Subsidiary with respect to Taxes for any Tax partnership agreement period for which the statute of limitations (including any waivers or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A extensions) has not yet expired. (n) The Company satisfies the exception described in Section 1445(b)(6) of the Code.

Taxes. (a) All material Tax Returns tax returns required to be filed by the Borrower or with respect to Kemmerer and the Assets have any of its Subsidiaries in any jurisdiction have, in fact, been timely filed, all such Tax Returns are complete and correct material tax returns have been prepared in all material respectsaccordance with applicable laws, and all material Taxes due taxes, assessments, fees and payable by other governmental charges upon the Borrower or with respect to the Assets any Subsidiary or upon any of their respective properties, income or franchises, which are shown on such material tax returns have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect except to the Assets has not been extended. (b) There extent such tax payments are no material disputes or claims (other than disputes or claims being contested in good faith through by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with Agreement Accounting Principles. For all taxable years ending on or before December 31, 1996, the United States Federal income tax liability of the Borrower and its Subsidiaries has been satisfied and either the period of limitations on assessment of additional United States Federal income tax has expired or the Borrower or the applicable Subsidiary has entered into an agreement with the United States Internal Revenue Service closing conclusively the total tax liability for the taxable year. Neither the Borrower nor any of its Subsidiaries knows of any proposed additional tax assessment against it or any of them for which adequate reserves have provision has not been made in accordance with GAAP) with respect to Kemmerer on its or the Assets for any Taxestheir accounts, and no material assessment, deficiency, controversy in respect of additional income or adjustment has been asserted other taxes due or proposed in writing with respect claimed to be due to any Taxes Governmental Authority is pending or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any knowledge of the Membership Interests Borrower or its Subsidiaries threatened the outcome of which could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the Assets other than, in the case books of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with Borrower and its Subsidiaries in respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing taxes or other agreement or arrangement with any taxing authority that will survive the Closinggovernmental charges are adequate. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material The Company and each of its Subsidiaries have timely filed and ----- will have timely filed on or prior to the Effective Time all Tax Returns (as hereinafter defined) required to be filed by or with respect to Kemmerer and the Assets have been timely filed, all any of them. All such Tax Returns are complete true, correct and correct in all material respectscomplete. All Taxes (as hereinafter defined) of the Company and its Subsidiaries that are shown as due on such Tax Returns, and all material Taxes or are otherwise due and payable payable, or are claimed or asserted by or with respect any taxing authority to the Assets be due, have been paid or will have been paid on or before the Effective Time, or adequate reserves (in full or adequately accrued. The time conformity with GAAP applied on a consistent basis and consistent with such entities past custom and practice) have been established therefor, except for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims those Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been made established in the financial statements included in the Company Reports in accordance with GAAP) GAAP applied on a consistent basis and consistent with respect to Kemmerer such entities custom and practice. No deficiencies for Taxes of the Company or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings its Subsidiaries have been claimed, proposed or assessed by any taxing or other governmental authority that are not being conducted, contested in good faith by the Company or a Subsidiary and for which adequate reserves have not been established (in conformity with GAAP applied on a consistent basis and consistent with such entity's past custom and practice) in the financial statements included in the Company Reports. There are no pending or, to the Knowledge best of Contributorthe Company's and its Subsidiaries' knowledge, threatened audits, investigations or claims for or relating to any liability in respect of Taxes of the Company or its Subsidiaries, and there are pending no on-going negotiations with any taxing or are proposed other governmental authority with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, Company or its Subsidiaries. No extension of a statute of limitations relating to Taxes is in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or effect with respect to Kemmerer the Company or any of its Subsidiaries. The Company and the Assets each Subsidiary have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been withheld and paid over to the relevant taxing authority. (f) authority all Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, stockholders or other third parties. The Company and its Subsidiaries are not parties to or bound by any tax sharing, tax indemnity or tax allocation agreement or other similar arrangement with any other person or entity. There are no outstanding agreements or waivers extending the applicable statutory periods of limitation liens for Taxes (other than for Taxes not yet delinquent) upon any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% assets of the gross income generated by the Assets is income that constitutes “qualifying income” Company or any of its Subsidiaries. The Company and its Subsidiaries have never been members of an affiliated group of corporations within the meaning of Section 7704(d) 1504 of the Code. (j) There are no (i) obligations to make a payment to , with the exception of the common group for which the Company is the common parent, nor has the Company or any Person under of its Subsidiaries, or any Tax allocation predecessor or Tax-sharing agreement; (ii) obligations to pay the Taxes affiliate of any Person of them, become liable (whether by contract, as a transferee or successor, by contract law or otherwise; including an obligation ) for the Taxes of any other person or entity under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive law. The Company and its Subsidiaries have not been "United States real property holding corporations" within the Closing. (k) None meaning of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.Section

Taxes. (a) All material The Company and each subsidiary has filed all Tax Returns which it is required to be filed by or with respect to Kemmerer and the Assets have been timely filed, file under applicable laws; all such Tax Returns are complete true and correct accurate and has been prepared in compliance with all material respects, and applicable laws; the Company has paid all material Taxes due and payable owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Assets have been paid in full or adequately accrued. The time Company (including any provisions for filing deferred income taxes) reflected on the books of the Company are adequate to cover any Tax Return liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to be filed with respect to the Assets has not been extended. (b) taxation by that jurisdiction. There are no material disputes foreign, federal, state or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax local tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed being conducted with respect to Kemmerer and the Assets. (d) Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no Liens for Taxes on any material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to Section 7121 of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected Internal Revenue Code or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (predecessor provision thereof or any similar provision of state, local or foreign Law)law; and (iiiB) obligations under has not agreed to or is required to make any record retentionadjustments pursuant to Section 481 (a) of the Internal Revenue Code or any similar provision of state, transfer pricinglocal or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, closing or other agreement or arrangement has any application pending with any taxing authority requesting permission for any changes in accounting methods that will survive relate to the Closingbusiness or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code. Section 1. 1502-6 (kor comparable provisions of state, local or foreign law), (B) None as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under Section 280G of the Assets includes any equity interests in or Internal Revenue Code. For purposes of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.this Section 3.1(o):

Taxes. (a) All Parent and each of its Subsidiaries have (i) duly and timely filed (or there have been filed on their behalf) with the appropriate Taxing Authority all U.S. Federal income and all other material Tax Returns required to be filed by or with respect them, taking into account any extensions of time within which to Kemmerer file such Tax Returns, and the Assets have been timely filed, all such Tax Returns were and are correct and complete and correct in all material respects, and (ii) duly and timely paid in full (or there has been duly and timely paid in full on their behalf) all material amounts of Taxes required to be paid by them other than Taxes that are not yet due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There that are no material disputes or claims (other than disputes or claims being contested in good faith through by appropriate proceedings Proceedings and for which adequate reserves have been made established in accordance with GAAP. (b) The unpaid Taxes of Parent and its Subsidiaries (i) did not as of the date of the most recent financial statement exceed the reserve for Taxes set forth on the face of the most recent financial statement (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with respect the past custom and practice of Parent (and its Subsidiaries) in filing the applicable Tax Returns. Since the date of the most recent financial statement, none of Parent nor any Company Subsidiary has incurred any liability for Taxes outside the ordinary course of business. (i) There are no audits, investigations by any Governmental Entity or other proceedings pending or, to Kemmerer or the Assets for any Taxesknowledge of Parent, and no material assessment, deficiency, or adjustment has been asserted or proposed threatened in writing with respect regard to any Taxes or Tax Returns of Parent or with respect to Kemmerer and the Assets. any of its Subsidiaries; (cii) No material Tax audits no deficiency for Taxes of Parent or administrative any of its Subsidiaries has been claimed, proposed or judicial proceedings have been or are being conducted, assessed in writing or, to the Knowledge knowledge of ContributorParent, are pending or are proposed threatened in writing, by any Governmental Entity, which deficiency has not yet been settled ; (iii) neither Parent nor any of its Subsidiaries has waived any statute of limitations with respect to Kemmerer and the Assets. (d) There are no Liens for assessment of Taxes on or agreed to any extension of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or time with respect to Kemmerer and the Assets have been timely withheld, collected any Tax assessment or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation deficiency for any material Taxes associated with respect open tax year (other than pursuant to Kemmerer or extensions of time to file Tax Returns obtained in the Assets for ordinary course); (iv) neither Parent nor any period. of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return that remains unfiled; and (gv) Contributor is not a neither Parent nor any of its Subsidiaries has entered into any “foreign personclosing agreement” as defined described in Section 1445(f)(3) 7121 of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 Code (or any corresponding or similar provision of state, local or foreign income Tax Law). (d) None of Parent nor any Company Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in or improper use of method of accounting (other than by virtue of one or more of the transactions contemplated by this Agreement) for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Law) or other provisions of applicable Law; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) obligations installment sale or open transaction made on or prior to the Closing Date, (iv) prepaid amount or deferred revenue received on or prior to the Closing Date other than in the ordinary course of business, (v) intercompany transaction or excess loss account described in Treasury Regulations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None Section 1502 of the Assets includes Code (or any equity interests in corresponding or similar provision of any Personstate, and none local, or non-U.S. Tax law); or (vi) an election under Section 965(h) of the Assets are subject to Code (or any Tax partnership agreement corresponding or provisions requiring a partnership income Tax Return to be filed under Subchapter K similar provision of Chapter 1 of Subtitle A of the Codestate, local or non-U.S. law).

Taxes. (a) All material Transferor has (or by the Closing will have) duly and timely filed all Tax Returns with respect to Taxes required to be filed on or before the Closing Date ("Returns"). Except for Taxes set forth on Schedule 3.1.6(a), which are being contested in good faith and by or appropriate proceedings, and with respect to Kemmerer which Transferor has Adequate Reserves, the following Taxes have (or by the Closing Date will have) been duly and timely paid: (i) all Taxes shown to be due on the Assets have Returns, (ii) all deficiencies and assessments of Taxes of which notice has (or by the Closing Date will have) been timely filed, all such Tax Returns received by Transferor that are complete and correct in all material respectsor may become payable by the Company or chargeable as a lien upon the Business or the Assets, and (iii) all material other Taxes due and payable on or before the Closing Date for which neither filing of Returns nor notice of deficiency or assessment is required, if Transferor is or reasonably should be (or by the Closing Date will be or reasonably should be) aware that such Taxes are or may become payable by the Company or chargeable as a lien upon the Business or the Assets. All Taxes required to be withheld by or on behalf of Transferor in connection with respect amounts paid or owing to any employee, independent contractor, or creditor ("Withholding Taxes") have been withheld, and such withheld taxes have either been duly and timely paid to the Assets have been paid proper Governmental Authorities or set aside in full or adequately accrued. The time accounts for filing any Tax Return to be filed with respect to the Assets has not been extendedsuch purposes. (b) There are Except as set forth on Schedule 3.1.6(b), no material disputes agreement or claims (other than disputes document extending, or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer having the effect of extending, the period of assessment or the Assets for collection of any Taxes or Withholding Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing power of attorney with respect to any Taxes such Taxes, has been filed with the IRS or Tax Returns of or with respect to Kemmerer and the Assetsany other Governmental Authority. (c) No material Tax audits Except for items set forth on Schedule 3.1.6(c), with respect to which Transferor has Adequate Reserves, (i) there are no Taxes or administrative Withholding Taxes asserted in writing by any Governmental Authority to be due from Transferor and (ii) no issue has been raised in writing by any Governmental Authority in the course of any audit with respect to Taxes or judicial proceedings have been or Withholding Taxes. Except as set forth on Schedule 3.1.6(c), no Taxes and no Withholding Taxes are being conductedcurrently under audit by any Governmental Authority. Except for items set forth on Schedule 3.1.6(c), with respect to which Transferor has Adequate Reserves, neither the IRS nor any other Governmental Authority is now asserting or, to the Knowledge of ContributorTransferor, are pending threatening to assert against Transferor any deficiency or are proposed with respect to Kemmerer claim for additional Taxes or any adjustment or Taxes that would, if paid by the Company, have a Material Adverse Effect, and the Assetsthere is no reasonable basis for any such assertion of which Transferor is or reasonably should be aware. (d) There are Except as set forth on Schedule 3.1.6(d), there is no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected litigation or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, andadministrative appeal pending or, to the extent requiredKnowledge of Transferor, have been paid threatened against or relating to the relevant taxing authorityTransferor in connection with Taxes. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. Except as set forth in Section 3.08 to the Company Disclosure Schedule and except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company: (a) All material The Company and its subsidiaries (i) have duly filed all Tax Returns (including, but not limited to, those filed on a consolidated, combined or unitary basis) required to have been filed by the Company or its subsidiaries, all of which Tax Returns are true and correct; (ii) have within the time and manner prescribed by applicable Law paid all Taxes, required to be filed paid in respect of the periods covered by such Tax Returns or otherwise due to any Governmental Authority; (iii) have established in accordance with their normal accounting practices and procedures, accruals and reserves that are adequate for the payment of all Taxes not yet due and payable; (iv) are not delinquent in the payment of any Tax; and (v) have not received written notice of any deficiencies for any Tax from any Governmental Authority against the Company or any of its subsidiaries, which deficiency has not been satisfied. Neither the Company nor any of its subsidiaries is the subject of any currently ongoing Tax audit. Neither the Company nor any of its subsidiaries has requested, or been granted, an extension of time in which to file Tax Returns or pay Taxes, which extension has continuing effect. With respect to any taxable period ended prior to January 1, 1999, all federal income Tax Returns including the Company or any of its subsidiaries have been audited by the Internal Revenue Service or are closed by the applicable statute of limitations. Neither the Company nor any of its subsidiaries is or may be subject to any “accuracy-related penalty” under § 6662 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any comparable provision of state, local or foreign Law) with respect to Kemmerer and the Assets Tax periods for which Tax Returns have been timely filed. Neither the Company nor any of its subsidiaries is subject to any extension of the statute of limitations for collection of Taxes under Code § 6501 (or any comparable provision of state, all such local, or foreign Law) from the minimum period allowed by Law as a result of failure to accurately complete, or to disclose any items in, a Tax Returns Return. There are complete and correct in all material respects, and all material Taxes due and payable by or no liens with respect to Taxes upon any of the Assets have properties or assets, real or personal, tangible or intangible, of the Company or any of its subsidiaries (other than liens for Taxes not yet due). No claim has ever been paid made in full writing by a Governmental Authority in a jurisdiction where the Company or adequately accrued. The time for filing its subsidiaries do not file Tax Returns that the Company or any Tax Return of its subsidiaries is or may be subject to be filed with respect to the Assets has not been extendedtaxation by that jurisdiction. (b) There are no material disputes Neither the Company nor any of its subsidiaries is obligated by any contract, agreement or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) arrangement to indemnify any other person with respect to Kemmerer or Taxes. Neither the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on Company nor any of the Membership Interests its subsidiaries is now or has ever been a party to or bound by any contract, agreement or other arrangement (whether or not written and the Assets other thanincluding, in the case of the Assetswithout limitation, Permitted Liens. any arrangement required or permitted by applicable Law (e) All material Taxes required including pursuant to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Regulation Section 1.1502-6 (or any similar analogous provision of state, local or foreign Law)) that (i) requires the Company or any of its subsidiaries to make any Tax payment to or for the account of any other person, (ii) affords any other person the benefit of any net operating loss, net capital loss, investment Tax credit, foreign Tax credit, charitable deduction or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes) of the Company or any of its subsidiaries, or (iii) requires or permits the transfer or assignment of income, revenues, receipts or gains to the Company or any of its subsidiaries from any other person, other than payments made to the Company and its subsidiaries in the ordinary course of business. Neither the Company nor any of its subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Code § 7121 (or any comparable provision of state, local, or foreign Law); (iii) obligations intercompany transactions or any excess loss account described in Treasury Regulations under Code § 1502 (or any record retentioncomparable provision of state, transfer pricinglocal, closing or foreign 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. Neither the Company nor any of its subsidiaries is a party to any “gain recognition agreement” as described in Treasury Regulation § 1.367(a)-8 (or any analogous provision of foreign Law). Neither the Company nor any of it subsidiaries is a party to any transaction that is or was (i) since January 1, 1998 intended to qualify under Code sections 355 or 368 (other agreement than as a recapitalization pursuant to Code § 368(a)(1)(E)), or arrangement with (ii) required to be reported as a “listed transaction” to any taxing authority that will survive the ClosingGovernmental Authority under Treasury Regulation § 1.6011-4(b)(2) (or any comparable or predecessor provision of federal, state, local or foreign Law). (kc) None The Company and its subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (d) For purposes of the Assets includes this Agreement, (i) “Tax” (and, with correlative meaning, “Taxes”) means any equity interests in federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, inventory, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any Personkind whatsoever, together with any interest or penalty, imposed by any Governmental Authority, and none of the Assets are subject (ii) “Tax Return” means any return, report or similar statement required to be filed with respect to any Tax partnership agreement (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or provisions requiring a partnership income Tax Return to be filed under Subchapter K declaration of Chapter 1 of Subtitle A of the Codeestimated Tax.

Taxes. (a) All material Except as otherwise described in Schedule 4.20(a), Seller has timely filed all Tax Returns relating to the Business (including for purposes of this Section 4.20, without limitation, the acquisition, ownership and use of the Purchased Assets) that it is required to be filed by or with respect to Kemmerer and the Assets have been timely filed, all . All such Tax Returns are true, correct and complete and correct in all material respects, and all material . All Taxes due and required to have been paid by the Seller (whether or not shown to be payable by on such Tax Returns or on subsequent assessments with respect to the Assets thereto) have been paid in full on a timely basis. Seller does not have any Liabilities for Taxes not yet required to have been paid, other than Liabilities for Taxes reflected on the Interim Balance Sheet, or adequately accrued. The time for filing any Tax Return to be filed incurred in the Ordinary Course of Business or in connection with respect to the Assets has not been extendedpurchase and sale under this Agreement since the date of the Interim Balance Sheet. (b) There are no material disputes or claims (Seller has complied in all respects with all applicable laws, rules and regulations relating to withholding Taxes and information reporting, and, within the time and in the manner prescribed by law, Seller has withheld from employee wages and other than disputes or claims being contested in good faith through appropriate proceedings payments and for which adequate reserves paid over to the proper Governmental Authorities all amounts required to have been made so withheld and paid over all Taxes (whether or not relating to the Business) all amounts required to have been so withheld and paid over in accordance connection with GAAP) with respect amounts paid or owing by Seller to Kemmerer or the Assets for any Taxesemployee, and no material assessmentindependent contractor, deficiencycreditor, stockholder, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetsother third party. (c) No material There are no liens for Taxes on the Purchased Assets, other than liens for Taxes not yet due and payable. (d) Except as otherwise described in Schedule 4.20(d), no audit or other proceeding concerning any Tax audits Return or administrative or judicial proceedings Tax Liability relating to the Business is currently pending or, to the Seller’s Knowledge, threatened. There are no existing circumstances which reasonably may be expected to result in the assertion of any claim for Taxes against the Seller with respect to the Business by any Governmental Authority with respect to any period for which Tax Returns are required to have been filed or are being conductedTax is required to have been paid. No issue has been raised by any Governmental Authority with respect to Taxes of the Seller concerning the Business in any prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any other taxable period relating to the Business. No claim has ever been made in writing, or, to the Knowledge of ContributorSeller’s Knowledge, are pending otherwise, by any Governmental Authority in a jurisdiction where Seller does not file Tax Returns relating to the Business that Seller is or are proposed may be subject to taxation by that jurisdiction with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensBusiness. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and Seller has treated itself as owner of each of the Purchased Assets have been timely withheld, collected or depositedfor Tax purposes. None of the Purchased Assets is the subject of a “safe-harbor lease” within the provisions of former Section 168(f)(8) of the Code, as in effect prior to amendment by the case may be, and, to Tax Equity and Fiscal Responsibility Act of 1982. None of the extent required, have been paid to Purchased Assets directly or indirectly secures any debt the relevant taxing authorityinterest on which is tax exempt under Section 103(a) of the Code. None of the Purchased Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code. (f) There are no outstanding agreements Seller is not a party to any contract or waivers extending agreement that will have continuing effect after the applicable statutory periods Closing Date and is an Assumed Liability that under certain circumstances could require any payment (or be deemed to give rise to any payment) that would be a parachute payment within the meaning of limitation for any material Taxes associated with respect to Kemmerer or Section 280G of the Assets for any periodCode. (g) Contributor Seller, in connection with the Business, (i) is not a “foreign person” party to any joint venture, partnership or other agreement or arrangement which is treated as defined a partnership for federal income Tax purposes, (ii) does not own any interest in Section 1445(f)(3an entity which constitutes a Purchased Asset (or which owns a Purchased Asset) of the Code, and the rules and Treasury Regulations promulgated thereunder, or that is either is treated as an entity disregarded as separate from its owner for United States federal income tax Tax purposes, or is an entity as to which an election pursuant to Treasury Regulations Section 301.7701-3 has been made. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior The transactions set forth in this Agreement are not subject to the Conversion, and on and after Tax withholding provisions of Section 3406 of the Conversion, Kemmerer is an entity disregarded as separate from its ownerCode (back-up withholding) or of any other provision of Law. (i) At least 90% of the gross income generated by the Assets Seller is income that constitutes a “qualifying incomeUnited States person” within the meaning of Section 7704(d7701(a)(30) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material The Company has properly and timely filed all Tax Returns (as hereinafter defined) and other filings in respect of Taxes (as hereinafter defined) required to be filed by it on or prior to the date hereof, and has in a timely manner paid all Taxes which are (or will be) due for all periods ending on or before the date hereof, whether or not shown on such Tax Returns, except to the extent the Company has established adequate reserves in accordance with respect GAAP (excluding accruals and reserves for deferred Taxes established to Kemmerer reflect timing differences between book and Tax income) on the Balance Sheet for such Taxes and disclosed the dollar amount and the Assets have been timely filedcomponents of such reserves on Schedule 3.9(a) hereof. The Company will establish, in the ordinary course of business and consistent with its past practices, any reserves (other than reserves for deferred Taxes established to reflect timing differences between book and Tax income) necessary for the payment of all Taxes of the Company for the period from date of the Balance Sheet through the Closing Date, and the Company will disclose the dollar amount of such reserves to Parent on or prior to the Closing Date. Since the date of the Balance Sheet, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice. All such Tax Returns are complete have been accurately and correct completely prepared in all material respectsrespects in compliance with all laws, rules and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedregulations. (b) There are no material disputes actions or proceedings currently pending or, to the knowledge of the Company, threatened against the Company by any governmental authority for the assessment or collection of Taxes, no claim for the assessment or collection of Taxes has been asserted against the Company and there are no matters under discussion by the Company with any governmental authority regarding claims (other than disputes for the assessment or claims collection of Taxes. Any Taxes that have been claimed or imposed as a result of any examinations of any Tax Return of the Company by any governmental authority have been paid or are being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed disclosed in writing with respect to the Parent. There are no agreements or applications by the Company for an extension of time for the assessment or payment of any Taxes nor any waiver of the statute of limitations in respect of Taxes. There are no Tax liens on any of the assets of the Company, except for liens for Taxes not yet due or Tax Returns of or with respect to Kemmerer and the Assetspayable. (c) No material Tax audits For the purposes of the Agreement, “Tax” or administrative “Taxes” means all federal, state and local, territorial and foreign taxes, levies, deficiencies or judicial proceedings have been other assessments and other charges of whatever nature (including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, backup withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, real property gains, registration, value added, alternative or are being conductedadd-on minimum, orand estimated taxes and workers’ compensation premiums and other governmental charges, and other obligations of the same nature as or of a nature similar to any of the foregoing) imposed by any taxing authority, as well as any obligation to contribute to the Knowledge payment of ContributorTaxes determined on a consolidated, are pending combined or are proposed unitary basis with respect to Kemmerer the Company or any affiliate, and including any transferee liability in respect of any tax (whether imposed by law, contractual agreement or otherwise) and any liability in respect of any tax as a result of being a member of any affiliated, consolidated, combined unitary or similar group including any liability pursuant to Treasury Regulation Section 1.1502-6, including any interest, penalty (civil or criminal), or addition thereto, whether disputed or not, as well as any expenses incurred in connection with the Assets. (d) There are no Liens determination, settlement or litigation of any liability. For purposes of this Agreement, the term “Tax Return” means any federal, state, local and foreign return, declaration, report, claim for Taxes on refund, amended return, or information return or statement relating to Taxes, and any of the Membership Interests and the Assets other thanschedule or attachment thereto, in the case of the Assetsfiled or maintained, Permitted Liens. (e) All material Taxes or required to be withheldfiled or maintained in connection with the calculation, collected determination, assessment or deposited by collection of any Tax, and including any amendment thereof, as well as, where permitted or required, combined or consolidated returns for any group of entities that include the Company or any affiliate; and reports with respect to Kemmerer backup withholding and the Assets have been timely withheld, collected or deposited, as the case may be, and, other payments to the extent required, have been paid to the relevant taxing authoritythird parties. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Except as would not have a Company Material Adverse Effect, all Tax Returns for all periods ending on or before the Closing Date that are or were required to be filed by by, or with respect to Kemmerer on behalf of, the Company and the Assets its Subsidiaries have been or will be filed on a timely filedbasis. Except as would not have a Company Material Adverse Effect, all such Tax Returns are complete true, correct and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedcomplete. (b) There Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have timely paid, or made provision for the timely payment of, all Taxes due and payable, except such Taxes, if any, that are no material disputes described in Section 5.19 of the Company Disclosure Letter or claims (other than disputes or claims are being contested in good faith through appropriate proceedings and for as to which adequate reserves have been made provided in accordance with the requirements of GAAP) . Except as would not have a Company Material Adverse Effect, where payment for a Tax of the Company or its Subsidiaries is not yet due, the charges, accruals and reserves with respect to Kemmerer material Taxes on the books of the Company and its Subsidiaries are adequate in accordance with the requirements of GAAP. Except as set forth in Section 5.19 of the Company Disclosure Letter, none of the Company or the Assets for any Taxes, and no of its Subsidiaries has given or is subject to any material assessment, deficiency, waiver or adjustment has been asserted or proposed in writing extension of a statute of limitations with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the AssetsTax. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes that the Company and its Subsidiaries are or were required by law to be withheld, collected withhold or deposited by or with respect to Kemmerer and the Assets collect have been timely withheld, duly withheld or collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityappropriate Governmental Authority. (d) There are no tax sharing agreements or similar arrangements (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries), including indemnification agreements or arrangements, that will require that any material payment be made by the Company and its Subsidiaries on or after the Closing Date with respect to Taxes imposed on any Person other than the Company and its Subsidiaries; provided, however, that this paragraph (d) shall not include any Tax payable pursuant to any agreement or arrangement entered into in the Ordinary Course of Business of the Company and its Subsidiaries. (e) Except as would not have a Company Material Adverse Effect or as otherwise set forth in Section 5.19 of the Company Disclosure Letter, none of the Company or any of its Subsidiaries has (i) agreed to or are required to make any adjustment pursuant to Section 481(a) of the Code, (ii) knowledge that the IRS has proposed any such adjustment or change in accounting method with respect to the Company or any of its Subsidiaries or (iii) an application pending with any Governmental Authority requesting permission for any change in accounting method, in each case, that would increase the Company’s or any of its Subsidiaries’ liability for Taxes in a taxable period or portion thereof beginning after the Closing Date. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor The Company is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” real property holding corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d897(c)(2) of the Code. (jg) There are no None of the Company or any of its Subsidiaries will be required to include any item of material income or gain in, or be required to exclude any material item of deduction of loss from, any period ending after the Closing Date as a result of any (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other similar agreement or arrangement with any taxing authority that will survive executed on or prior to the ClosingClosing Date, (ii) installment sale or open transaction made on or prior to the Closing Date, (iii) election under section 108(i) of the Code or (iv) prepaid amount received prior to the Closing Date. (kh) None As of the Assets includes date of this Agreement, no written claim has been made by any equity interests Governmental Authority in a jurisdiction where the Company and its Subsidiaries do not file a Tax Return, either separately or as a member of any Personan affiliated, combined, unitary, consolidated or similar group of corporations, that the Company and none its Subsidiaries, either separately or as a member of the Assets are an affiliated, combined, unitary, consolidated or similar group of corporations, is or may be subject to any a material amount of Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codein that jurisdiction.

Taxes. (a) All material Tax Selling Fund has elected to be a regulated investment company under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code. Since inception, Selling Fund has qualified for treatment as a regulated investment company for each taxable year that has ended prior to the Closing Date and will have satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date. Selling Fund 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. In order to (i) ensure continued qualification of Selling Fund for treatment as a "regulated investment company" for tax purposes and (ii) eliminate any tax liability of Selling Fund arising by reason of undistributed investment company taxable income or net capital gain, Seller will declare on or prior to the Valuation Date to the shareholders of Selling Fund a dividend or dividends that, together with all previous such dividends, shall have the effect of distributing (A) all of Selling Fund's investment company taxable income (determined without regard to any deductions for dividends paid) for the taxable year ended July 31, 2005 and for the short taxable year beginning on August 1, 2005 and ending on the Closing Date and (B) all of Selling Fund's net capital gain recognized in its taxable year ended July 31, 2005 and in such short taxable year (after reduction for any capital loss carryover). (b) Selling Fund has timely filed all Returns required to be filed by it and all Taxes with respect thereto have been paid, except where the failure so to file or so to pay, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Adequate provision has been made in the Selling Fund Financial Statements for all Taxes in respect of all periods ended on or before the date of such financial statements, except where the failure to make such provisions would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No deficiencies for any Taxes have been proposed, assessed or asserted in writing by any taxing authority against Selling Fund, and no deficiency has been proposed, assessed or asserted, in writing, where such deficiency would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending and no Return of Selling Fund is currently being or has been audited with respect to Kemmerer and the Assets have been timely filedincome taxes or other Taxes by any Federal, all such Tax Returns are complete and correct in all material respects, and all material Taxes due and payable by or with respect to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extended. (b) There are no material disputes or claims (other than disputes or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the ClosingTax authority. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Tax Returns with respect to any Transferred Joint Venture Entity or to any Transferred Assets that are required to be filed by or with respect to Kemmerer and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respects, filed (or extensions have been duly obtained) and all material Taxes amounts shown to be due and payable by owing or with respect to be withheld thereon have been duly and timely paid or withheld as the case may be (except for the period prior to the Assets have been commencement of the Reorganization Case that may not be paid in full or adequately accrued. The time except pursuant to a Plan); provided, that, solely for filing any Tax Return to purposes of Section 6.2(a), this Section 3.9(a) shall be filed with respect to qualified by the Assets has not been extendedKnowledge of Seller. (b) There are is no material disputes lien for Taxes upon any of the Transferred Assets nor is any taxing authority in the process of imposing, or claims (has threatened to impose, any material lien for Taxes on any of the Transferred Assets, other than disputes liens for Taxes that are not yet due and payable or claims for Taxes the validity or amount of which is being contested by Seller or one of its Affiliates in good faith through by appropriate proceedings action and for which adequate reserves have appropriate provision has been made in accordance with GAAP; provided, that, solely for purposes of Section 6.2(a), this Section 3.9(b) with respect to Kemmerer or shall be qualified by the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns Knowledge of or with respect to Kemmerer and the AssetsSeller. (c) No Seller and its Affiliates have each withheld from their respective employees, independent contractors, creditors, stockholders and third parties and timely paid to the appropriate taxing authority proper and accurate amounts in all material respects for all taxable periods, or portions thereof, ending on or before the Closing Date in compliance with all Tax audits or administrative or judicial proceedings withholding and remitting provisions of applicable laws and have been or are being conductedeach complied in all material respects with all withholding Tax information reporting provisions of all applicable Laws; provided, orthat, to solely for purposes of Section 6.2(a), this Section 3.9(c) shall be qualified by the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the AssetsSeller. (d) There are no Liens for Taxes Except as set forth on any Schedule 3.9(d) of the Membership Interests and the Assets other thanSeller Disclosure Schedule, in the case (i) none of Seller, any Affiliate of Seller or any member of the AssetsTax Group of which Seller is the common parent has executed or filed with any Tax Authority any consent, Permitted Liensagreement or other document extending or having the effect of extending the period for filing any Tax Return with respect to any Transferred Joint Venture Entity (other than routine six-month extensions of the time for filing income Tax Returns), or assessment or collection of any Taxes with respect to any Transferred Joint Venture Entity, (ii) there is no material action, suit, proceeding, investigation, audit or claim relating to Taxes currently pending with respect to any Transferred Joint Venture Entity, and neither Seller, any Affiliate of Seller or a Tax Group of which Seller is the common parent has received any written notice of the commencement of any such action, suit, proceeding, investigation, audit or claim, (iii) all material deficiencies in Taxes that have been claimed, proposed or asserted against any Transferred Joint Venture Entity have been paid in full, (iv) no Person currently holds, with respect to the Tax Returns filed or to be filed prior to the Closing Date, powers of attorney from Seller, any Affiliate of Seller or any member of a Tax Group of which Seller is the common parent with respect to any Transferred Joint Venture Entity, and (v) no Transferred Joint Venture Entity is a party to, is bound by or has any obligation under any Tax sharing or similar agreement; provided, that, solely for purposes of Section 6.2(a), this Section 3.9(d) shall be qualified in its entirety by the Knowledge of Seller. (e) All material Taxes required to be withheld, collected Schedule 3.9(e) of the Seller Disclosure Schedule sets forth a list of all jurisdictions (whether foreign or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authoritydomestic) in which any Transferred Joint Venture Entity currently files Tax Returns. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation No Transferred Joint Venture Entity has made an election to be treated as a corporation for any material Taxes associated with respect to Kemmerer or the Assets for any periodUnited States federal income Tax purposes. (g) Contributor No Asset of a Transferred Joint Venture Entity nor any Transferred Asset: (i) is not a “foreign person” property required to be treated as defined in being owned by another Person pursuant to the provisions of Section 1445(f)(3168(f)(8) of the CodeInternal Revenue Code of 1954, as amended and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date in effect immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% enactment of the gross income generated by the Assets is income that Tax Reform Act of 1986, (ii) constitutes “qualifying incometax-exempt use property” within the meaning of Section 7704(d168(h)(1) of the Code or (iii) is “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code. (jh) There are no As of the date hereof, (i) obligations to make Western (a) has never reported any item of income, gain, loss, deduction or credit for Tax purposes nor (b) has it reported any assets or liabilities on a payment to any Person under any Tax allocation or Tax-sharing agreementReturn, in the case of (a) and (b), in an amount greater than $3,500; (ii) obligations none of the business operations of Parnassos have been reported on a Tax Return relating to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law)Western; (iii) obligations under neither Seller nor any record retentionof its Affiliates has reported Western as a party to any “partnership division” within the meaning of Treas. Reg. Sec. 1.708-1(d); and (iv) the information included in the restated financial statement of Seller published on December 23, transfer pricing2004 would not cause Seller to change the reporting described in clauses (i), closing or other agreement or arrangement with any taxing authority that will survive the Closing(ii) and (iii). (ki) None As of the Assets includes date hereof, since January 1, 2002, Seller has not reported any equity interests in or Subsidiary of any Person, a Transferred Joint Venture Parent as an entity that is separate and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership apart from its owner for U.S. federal income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Codepurposes.

Taxes. Except as set forth in Section 3.6 of the Disclosure Letter: (a) All material Tax Returns required to be filed by or with respect to Kemmerer and the Assets Company have been timely filedproperly filed (taking into account applicable extensions of time to file), and all such Tax Returns (including information provided therewith or with respect thereto) are accurate and complete and correct in all material respects, and all material . All Taxes due and payable owing by the Company (whether or with respect to the Assets not reflected as due on such Tax Returns) have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedtimely paid. (b) There are no material disputes Tax claims, audits or claims proceedings by any Taxing Authority currently being conducted, pending or, to the Company’s Knowledge, threatened in writing in connection with any Taxes due from the Company. The Company has not received from any Taxing Authority (including jurisdictions where the Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other than disputes review, (ii) request for information related to Tax matters, or claims being contested (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against the Company in good faith through appropriate proceedings and for which adequate reserves have each case that has not been fully resolved without ongoing liability by the Company. No claim has been made by any Taxing Authority in accordance with GAAP) with respect a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Kemmerer or the Assets for any Taxes, and no material assessment, deficiencytaxation by, or adjustment has been asserted or proposed in writing with respect required to file any Taxes or Tax Returns of or with respect to Kemmerer and the AssetsReturn in, that jurisdiction. (c) No material Tax audits or administrative or judicial proceedings have been or There are being conducted, or, to no Liens for Taxes (other than statutory Liens for Taxes not yet due and payable) upon any of the Knowledge assets of Contributor, are pending or are proposed with respect to Kemmerer and the AssetsCompany. (d) There are not currently in force any waivers or agreements binding upon the Company for the extension of time or statute of limitations within which to file any Tax Return or for the assessment or payment of any Tax for any taxable period, and no Liens request for Taxes on any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Lienssuch waiver or extension is currently pending. (e) The Company has complied with all applicable Laws relating to the withholding, collection, payment and reporting of Taxes and has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Person, and all IRS Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. All material sales and use Taxes required to be withheld, collected or deposited and paid over by or with respect to Kemmerer and the Assets Company have been timely withheld, properly collected or deposited, as the case may be, and, to the extent required, have been and paid over to the relevant taxing authorityTaxing Authority. (f) There are The Company is not a party to or bound by any Tax allocation or Tax sharing agreement (other than any such agreement no outstanding agreements or waivers extending the applicable statutory periods principal purpose of limitation for any material Taxes associated with respect which is related to Kemmerer or the Assets for any periodTaxes). (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. The Company (i) At least 90% has not been a member of an affiliated, consolidated, combined, or unitary group for Tax purposes (other than a group the gross income generated by common parent of which is the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(dCompany) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.and

Taxes. (a) All material Platinum and Platinum's Subsidiaries have timely filed all Tax Returns which are required to be filed by or with respect them, which returns and reports are, to Kemmerer the Knowledge of Platinum, true, correct and the Assets have been timely filed, all such Tax Returns are complete and correct in all material respects, and has paid timely all material Taxes whether or not shown as due and payable by or with respect on such Tax Returns that they are required to the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendedpaid. (b) There are no material disputes actions, suits, proceedings, audits, investigations or claims now pending, nor, to the Knowledge of Platinum, proposed against Platinum or Platinum's Subsidiaries (other than disputes including without limitation, any partnership level administrative or claims being contested in good faith through appropriate judicial proceedings and for which adequate reserves have been made in accordance with GAAPunder Section 6231 et seq. of the Code or any similar provision of state or local law) with respect relating to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Platinum has delivered, or made available, to NorthTech complete and correct copies of all Tax audits or administrative or judicial proceedings Returns, examination reports, and statements of deficiency that have been filed by, assessed against, or are being conductedagreed to by any of Platinum or Platinum's Subsidiaries, or, with respect to the activities of any of Platinum or Platinum's Subsidiaries. To the Knowledge of ContributorPlatinum, are pending no claim has ever been made or are proposed with respect by an authority in a jurisdiction where Platinum or Platinum's Subsidiaries does not file Tax Returns that it is or may be required to Kemmerer and the Assetsfile Tax Returns in that jurisdiction. (d) There are no Liens for Taxes on any of the Membership Interests assets of Platinum or Platinum's Subsidiaries, except for any Liens for current Taxes that are not yet due and the Assets other than, in the case of the Assets, payable and Permitted Liens. (e) All material Neither Platinum nor Platinum's Subsidiaries (i) has waived any statute of limitations in respect of Taxes required or agreed to be withheld, collected or deposited by or any extension of time with respect to Kemmerer a Tax assessment or deficiency which Taxes have not since been paid, (ii) except as set forth in Section 3.12(e) of the Disclosure Letter, has requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing Date, which Tax Return has since not been filed and any Taxes relating to such Tax Return (whether or not shown on as due on such Tax Return) has not been paid, (iii) has granted to any Person any power of attorney that is currently in force with respect to any Tax matter relating to any of Platinum or Platinum's Subsidiaries, or (iv) has been a member of an affiliated group (as defined in Section 1504 of the Assets have Code) or filed or been timely withheldincluded in a combined, collected consolidated or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authorityunitary income or similar Tax Return. (f) There are no outstanding agreements Section 3.12(f) of the Disclosure Letter sets forth (i) all types of Taxes paid, and all types of Tax Returns filed, by or waivers extending on behalf of each of Platinum and Platinum's Subsidiaries and (ii) all of the applicable statutory periods of limitation for any material jurisdictions that impose such Taxes associated with respect to Kemmerer or the Assets for any periodduty to file such Tax Returns. (g) Contributor is not Neither Platinum nor Platinum's Subsidiaries has any liability for Taxes of any other Person by reason of contract, agreement (including as a “foreign person” as defined in Section 1445(f)(3) of the Codeparty to a Tax allocation, and the rules and Treasury Regulations promulgated thereundersharing, or an entity disregarded as separate from its owner for United States federal income tax purposessimilar agreement), assumption, transferee liability, operation of law, or otherwise. (h) For United States federal income tax purposesNeither Platinum nor Platinum's Subsidiaries or any other person on behalf of any of them: (i) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, Kemmerer was a “C” corporation from local, foreign, or other law; or (ii) has agreed to, or is required to make, any adjustments pursuant to Section 481 or Section 263A of the date Code or any similar provision of incorporation until the date immediately prior to the Conversionstate, and on and after the Conversionlocal, Kemmerer is an entity disregarded as separate from its ownerforeign, or other law, nor has any Governmental Authority proposed any such adjustments or change in accounting method. (i) At least 90% Neither Platinum nor Platinum's Subsidiaries has made any payment or payments, is obligated to make any payment or payments, or is a party to (or a participating employer in) any agreement or Employee Benefit Plan that could obligate one of Platinum or Platinum's Subsidiaries to make any payment or payments that would constitute an 'excess parachute payment,' as defined in Section 280G of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 Code (or any similar provision of state, local or foreign Law); (iii) obligations under any record retentionlocal, transfer pricingforeign, closing or other agreement law) or arrangement with that would otherwise not be fully deductible under Section 162 or Section 404 of the Code (or any taxing authority that will survive similar provision of state, local, foreign, or other law). (j) Neither Platinum nor Platinum's Subsidiaries has been a United States real property holding corporation within the Closingmeaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (k) None Neither Platinum nor Platinum's Subsidiaries has distributed stock of the Assets includes any equity interests in or of any another Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring had its stock distributed by another Person, in a partnership income Tax Return transaction that was purported or intended to be filed under Subchapter K of Chapter 1 of Subtitle A governed in whole or in part by Section 355 or Section 361 of the Code. (l) All Taxes attributable to periods ending on or prior to the Closing Date, to the extent not required to have been paid previously, will be fully and adequately reserved for or accrued as of the Closing Date as a current liability on the respective balance sheets of Platinum, Platinum's Subsidiaries, or both. (m) Since June 30, 2006, neither Platinum nor Platinum's Subsidiaries has incurred any liability for any Tax other than in the ordinary course of its business. Neither Platinum nor Platinum's Subsidiaries has entered into a transaction that currently is being accounted for under the installment method of Section 453 of the Code or a similar provision of state, local, foreign, or other law, and neither Platinum nor Platinum's Subsidiaries has any taxable income that will be reportable in a taxable period beginning after the Closing Date that is attributable to a transaction or event that occurred prior to the Closing.

Taxes. (a) All Except as disclosed on Schedule 5.16, Seller has timely prepared and filed in accordance with applicable law all federal and state income Tax returns and all material other Tax Returns returns required to be filed by it or with respect to Kemmerer its operations and assets with respect to Taxes which could result in a Lien on any of the Acquired Assets (other than a Lien for current Taxes not yet due and payable) or for which Holdco or its Affiliates (other than Seller and any Affiliate of Holdco that is a stockholder of Seller) could be liable, and all Taxes shown as due on such Tax returns, or for which a notice of, or assessment or demand for payment has been received or are otherwise due and payable, have been timely filedpaid, all such except for Taxes that are being contested in good faith by appropriate proceedings. Such Tax Returns are returns were materially complete and correct in all material respectsas of the date on which they were filed or as subsequently amended and no facts have later become known by Seller to the contrary. Except as disclosed on Schedule 5.16, Seller has received no revenue agent's reports or other written or formal assertions of deficiencies or other liabilities for such Taxes (including any reports, statements, summaries and all material Taxes due and payable by other communications of assertions or claims of deficiencies or other liabilities) with respect to Seller for past periods for which the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets applicable statute of limitations has not been extendedexpired. (b) There Except for waivers and extensions disclosed on Schedule 5.16, there are no material disputes waivers or claims (other than disputes extensions of any applicable statute of limitations for the assessment or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing collection of Taxes with respect to any Taxes Tax return that relates to Seller which could result in a Lien upon any of the Acquired Assets, and no request for any such waiver or Tax Returns of or with respect to Kemmerer and the Assetsextension is currently pending. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes (other than Permitted Liens and other than for Taxes not yet due and payable) upon the Acquired Assets. Except as disclosed on Schedule 5.16, no Lien, action, suit, proceeding, investigation, audit, examination, request for information, claim or assessment is presently pending or, to the knowledge of Seller, proposed with regard to any Taxes that relate to Seller for which Holdco or its Affiliates would or could be liable or which could result in a Lien on the Acquired Assets. (d) Seller is not a "foreign person" within the meaning of the Membership Interests Code Section 1445(f)(3) and the Assets other than, in the case of the Assets, Permitted LiensTreasury Regulation Section 1.1445-2(b)(2)(i). (e) All material Taxes required The Acquired Assets are not subject to be withheldany joint venture, collected partnership or deposited by other arrangement or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, contract that is treated as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner partnership for United States federal Federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Taxes. (a) All material Each of the Company and its Subsidiaries has (i) duly and timely filed with the appropriate Tax authority all Tax Returns required to be filed by or with respect to Kemmerer it through the date hereof, and the Assets have been timely filed, all such Tax Returns are true, correct and complete and correct in all material respects, respects and (ii) paid all material Taxes due and payable by owing (whether or with respect not shown due on any Tax Returns), except in each case where the failure to pay such Taxes or the Assets failure of such Tax Returns to be true, correct or complete in all respects would not, individually or in the aggregate, reasonably be expected to have been paid in full or adequately accrueda Material Adverse Effect on the Company. The Neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time for filing within which to file any Tax Return nor has the Company or any Subsidiary extended the statute of limitations as to be filed with respect to the Assets any Tax Return that has not been extendedexpired as of the date hereof. (b) There are no material disputes The unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the financial statements contained in the most recent Company SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in such financial statements. Since the date of the financial statements in the most recent Company SEC Documents, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business or claims (other than disputes or claims being contested in good faith through appropriate proceedings otherwise inconsistent with past custom and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetspractice. (c) No material Tax audits or administrative or judicial proceedings deficiencies for Taxes with respect to any of the Company and its Subsidiaries have been set forth or claimed in writing, or proposed or assessed by a Tax authority in writing. There are being conducted, no pending or, to the Knowledge of Contributorthe Company, are pending proposed or are proposed threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to Kemmerer any of the Company and its Subsidiaries, and there are no matters under discussion with any Tax authority, or known to the AssetsCompany, with respect to Taxes that are likely to result in a Liability for Taxes with respect to any of the Company and its Subsidiaries. No issues relating to Taxes of the Company or its Subsidiaries were raised by the relevant Tax authority in any completed audit or examination that would reasonably be expected to recur with a Material Adverse Effect on Taxes in a later taxable period. (d) There are no Liens for Taxes on Tax sharing arrangements or similar arrangements (including indemnity arrangements) with respect to or involving any of the Membership Interests Company and its Subsidiaries, and, after the Assets other thanClosing Date, in the case none of the Assets, Permitted LiensCompany and its Subsidiaries shall be bound by any such Tax sharing arrangements or similar arrangements or have any Liability thereunder for amounts due in respect of periods prior to the Closing Date. (e) All material Taxes required to be withheldExcept for the affiliated group of which the Company is the common parent, collected or deposited by or with respect to Kemmerer each of the Company and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor its Subsidiaries is not and has never been a “foreign person” as defined in Section 1445(f)(3) member of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date affiliated group of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” corporations within the meaning of Section 7704(d) 1504 of the Code. (j) There are no (i) obligations to make Code or any group that has filed a payment to combined, consolidated or unitary Tax Return. Neither the Company nor any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay of its Subsidiaries has Liability for the Taxes of any Person as a transferee or successor, by contract or otherwise; including an obligation other than the Company and its Subsidiaries (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); , (ii) as a transferee or successor, (iii) obligations under any record retention, transfer pricing, closing by contract or other agreement or arrangement with any taxing authority that will survive the Closing(iv) otherwise. (kf) None Neither the Company nor any of its Subsidiaries has been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2). (g) The transactions contemplated by this Agreement will not result in the payment or series of payments by the Company to any person of a “parachute payment” within the meaning of Section 280G of the Assets includes Code, or any equity interests in other similar payment, which is not deductible for federal, state, local or foreign Tax purposes. Additionally, there is no arrangement or agreement to which the Company is a party, including provisions of this Agreement which, individually or collectively, (i) could give rise to the payment of any Person, and none amount that would not be deductible pursuant to Section 162(m) of Section 280G of the Assets are Code, (ii) is subject to Section 409A of the Code, or (iii) could require Parent or any Tax partnership agreement affiliate of Parent to gross up a payment to any employee or provisions requiring a partnership income Tax Return to be filed other service provider of the Company for tax related payments or cause an excise or additional tax under Subchapter K of Chapter 1 of Subtitle A Section 409A and/or Section 4999 of the Code.

Taxes. (a) All material CBOT Holdings and each CBOT Holdings Subsidiary have (i) duly and timely filed (or there have been duly and timely filed on its behalf) with the appropriate Governmental Entities or Taxing Authorities all Tax Returns required to be filed by or with it in respect to Kemmerer and the Assets have been timely filedof any material Taxes, all such which Tax Returns are were true, correct and complete and correct in all material respects, (ii) duly and timely paid in full (or CBOT Holdings has paid on the CBOT Holdings Subsidiaries’ behalf) all Taxes shown as due on such Tax Returns, (iii) duly and timely paid in full or withheld, or established adequate reserves in accordance with GAAP for, all material Taxes that are due and payable by or it, (iv) established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable with respect to the Assets results of operations of CBOT Holdings and each CBOT Holdings Subsidiary through the date of this Agreement and (v) complied in all material respects with all laws applicable to the withholding and payment over of Taxes and has timely withheld and paid over to, or, where amounts have not been paid in full so withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or adequately accrued. The time for filing any Tax Return Taxing Authorities all material amounts required to be filed with respect to the Assets has not been extendedso withheld and paid over. (b) There (i) is no deficiency, claim, audit, suit, proceeding, request for information or investigation now pending, outstanding or, to the knowledge of CBOT Holdings, threatened against or with respect to CBOT Holdings or any CBOT Holdings Subsidiary in respect of any material Taxes or material Tax Returns and (ii) are no requests for rulings or determinations in respect of any material disputes Taxes or claims material Tax Returns pending between CBOT Holdings or any CBOT Holdings Subsidiary and any authority responsible for such Taxes or Tax Returns. (other than disputes c) No material deficiency for any Tax has been asserted or claims assessed by any Governmental Entity or Taxing Authority in writing against CBOT Holdings or any CBOT Holdings Subsidiary (or, to the knowledge of CBOT Holdings or any CBOT Holdings Subsidiary, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently contested in good faith through by appropriate proceedings and for which adequate reserves have been made established in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of Contributor, are pending or are proposed with respect to Kemmerer and the Assets. (d) There are no Liens for Taxes on tax sharing agreements, tax indemnity agreements or other similar agreements with respect to or involving CBOT Holdings or any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted LiensCBOT Holdings Subsidiary. (e) All None of CBOT Holdings or any CBOT Holdings Subsidiary has any liability for material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and as a result of having been a member of any affiliated group within the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods meaning of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(31504(a) of the Code, and or any similar affiliated or consolidated group for tax purposes under state, local or foreign law (other than a group the rules and Treasury Regulations promulgated thereundercommon parent of which is CBOT Holdings), or an entity disregarded as separate from its owner has any liability for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any Person as a transferee (other than CBOT Holdings or successor, by contract or otherwise; including an obligation the CBOT Holdings Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Lawlaw); , or as a transferee or successor, by contract or otherwise. (f) There are no material adjustments under Section 481 of the Code (or similar or analogous provision of state, local or foreign law) for income tax purposes applicable to or required to be made by CBOT Holdings or any CBOT Holdings Subsidiary as a result of changes in methods of accounting or other events occurring on or before the date hereof. (g) None of CBOT Holdings or any CBOT Holdings Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, (iii) obligations intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any record retentioncorresponding or similar provision of state, transfer pricinglocal or foreign Tax law), closing (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date or (vi) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date except, in the case of each of the foregoing clauses (i) - (v), for amounts reflected in a reserve for Taxes reflected in the CBOT Holdings Financial Statements. (h) There are no Liens for Taxes upon any property or assets of CBOT Holdings or any CBOT Holdings Subsidiary, except for Permitted Liens. (i) Neither CBOT Holdings nor any CBOT Holdings Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (j) No claim, other agreement than claims defeated or arrangement with withdrawn, has ever been made by an authority in a jurisdiction where CBOT Holdings or any taxing authority CBOT Holdings Subsidiary has not filed Tax Returns that will survive the Closingit is or may be subject to taxation by that jurisdiction. (k) Neither CBOT Holdings nor any CBOT Holdings Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with regard to a Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). (l) None of CBOT Holdings or any CBOT Holdings Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the Assets includes two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any equity interests in similar provision of state, local or of any Personforeign Law). (m) CBOT Holdings is not, and none has not been at any time within the last five years, a “United States real property holding corporation” within the meaning of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A Section 897(c)(2) of the Code. (n) There is no power of attorney given by or binding upon CBOT Holdings or any CBOT Holdings Subsidiary with respect to Taxes for any period for which the statute of limitations (including any waivers or extensions) has not yet expired. (o) CBOT Holdings and each CBOT Holdings Subsidiary have made (or there has been made on their behalf) all required current estimated Tax payments sufficient to avoid any underpayment penalties. (p) None of the indebtedness of CBOT Holdings or any CBOT Holdings Subsidiary constitutes (i) “corporate acquisition indebtedness” (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code or (ii) an “applicable high yield discount obligation” under Section 163(i) of the Code. (q) None of CBOT Holdings or any CBOT Holdings Subsidiary has taken or failed to take any action, or has knowledge of any facts or circumstances, that would prevent the Merger from constituting a tax-free reorganization described in Section 368(a) and related provisions of the Code. (r) None of CBOT Holdings or any CBOT Holdings Subsidiary has taken or failed to take any action, or has knowledge of any facts or circumstances, that would invalidate the rulings received from the IRS in connection with CBOT Holdings’ demutualization transactions.

Taxes. (a) All (i) Each of Deltic and each Deltic Subsidiary has duly and timely filed, taking into account any extensions, all material Tax Returns required to be filed by or with respect to Kemmerer and the Assets have been timely filed, all filed and such Tax Returns are accurate and complete and correct in all material respects, ; (ii) each of Deltic and each Deltic Subsidiary has paid all material Taxes required to have been paid other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; and (iii) no deficiency for any material Tax has been asserted or assessed by a taxing authority against Deltic or any Deltic Subsidiary which deficiency has not been paid or is not being contested in good faith in appropriate proceedings. Deltic and each Deltic Subsidiary have established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable by or with respect to each of them through the Assets have been paid in full or adequately accrued. The time for filing any Tax Return to be filed with respect to the Assets has not been extendeddate of its most recent financial statements. (b) There are no No material disputes Tax or claims (other than disputes Tax Return of Deltic or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer any Deltic Subsidiary is under audit or the Assets for examination by any Taxestaxing authority, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assets. written (c) No material Tax audits or administrative or judicial proceedings have been or are being conducted, or, to the Knowledge of ContributorDeltic, oral) notice of such an audit or examination has been received by Deltic or any Deltic Subsidiary. No deficiencies for any material Taxes have been proposed, asserted or assessed against Deltic or any Deltic Subsidiary, and no requests for waivers or extensions of the time to assess any such Taxes are pending or have been granted (other than in connection with any extension of time to file any Tax Return). No other procedure, proceeding or contest of any refund or deficiency in respect of material Taxes is pending in or on appeal from any Governmental Entity. (c) Other than for Taxes not yet due and delinquent or that are proposed being contested in good faith in appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, there are no Liens with respect to Kemmerer material Taxes against any of the properties or assets of Deltic or any Deltic Subsidiary. No written or, to the Knowledge of Deltic, other claim has been received by Deltic or any Deltic Subsidiary from an authority in a jurisdiction where such corporation does not file Tax Returns that it is or may be subject to material taxation by such jurisdiction. Neither Deltic nor any Deltic Subsidiary is a party to or is otherwise bound by any material Tax sharing, allocation or indemnification Contract (other than such a Contract exclusively between or among Deltic and wholly owned Deltic Subsidiaries or customary tax gross-up or tax indemnity provisions in a credit agreement, purchase agreement, or other commercial agreement the Assetsprimary purpose of which does not relate to Taxes). (d) There are no Liens for Taxes on Neither Deltic nor any of the Membership Interests and the Assets other than, in the case of the Assets, Permitted Liens. (e) All material Taxes required to be withheld, collected or deposited by or with respect to Kemmerer and the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority. (f) There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. Deltic Subsidiary (i) At least 90% has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return or other similar combined, consolidated, or unitary Tax group (other than a group the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning common parent of Section 7704(dwhich was Deltic or any Deltic Subsidiary) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the has any liability for material Taxes of any Person as a transferee person (other than Deltic or successor, by contract or otherwise; including an obligation any Deltic Subsidiary) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign Laws), as a transferee or successor, by contract or otherwise. (e) Neither Deltic nor any Deltic Subsidiary has participated in or been a party to a transaction that, as of the date of this Agreement, constitutes a “listed transaction” within the meaning of Section 6011 of the Code and applicable Treasury Regulations thereunder (or a similar provision of state or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (kf) None Neither Deltic nor any Deltic Subsidiary has taken or agreed to take any action (with respect to the Intended Potlatch REIT Treatment, to the Knowledge of Deltic), or is aware of any fact or circumstance, that would prevent the Intended Tax Treatment. (g) Neither Deltic nor any Deltic Subsidiary has been the “distributing corporation” or “controlled corporation” (as such terms are defined in Section 355 of the Assets includes any equity interests Code) with respect to a distribution of stock described in or of any Person, and none intended to qualify for tax-free treatment (in whole or in part) under Section 355(a) of the Assets are subject Code or Section 361 of the Code at any time (i) within the last two years, or (ii) since December 7, 2015. (h) Neither Deltic nor any Deltic Subsidiary directly or indirectly (i) manages a lodging facility or a health care facility or (ii) provides to any Tax partnership agreement other person (under a franchise, license, or provisions requiring a partnership income Tax Return otherwise) rights to be filed any brand name under Subchapter K which any lodging facility or health care facility is operated, in each case within the meaning of Chapter 1 of Subtitle A Section 856(l)(3) of the Code. (i) In the reasonable estimation of Deltic as of the date hereof, the amount of accumulated “earnings and profits” for U.S. federal income tax purposes for Deltic as of October 1, 2017 (determined as if the taxable year of Deltic closed at the end of September 30, 2017) is approximately $250,000,000.

Taxes. (a) All material Except as set forth in Disclosure Schedule 4.20(a), (i) all Tax Returns required to be filed by or with respect to Kemmerer and the Assets Venaxis have been timely filedduly filed with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are true, complete and correct in all material respects, ; and (ii) all material Taxes due and payable by or with respect to the Assets Venaxis have been paid in full or adequately accruedfully and timely paid. The time unpaid Taxes of Venaxis did not, as of the date of the most recent Venaxis Financial Statements, exceed the reserve for filing any Tax Return to be filed with respect to liability set forth on the Assets has not been extendedVenaxis Financial Statements. (b) There are no material disputes or claims (Encumbrances for Taxes on any of the assets of Venaxis other than disputes Encumbrances for Taxes not yet due or claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) with respect to Kemmerer or the Assets for any Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to Kemmerer and the Assetspayable. (c) No Venaxis has complied, in all material Tax audits or administrative or judicial proceedings respects, with all applicable Laws, rules and regulations relating to the withholding of Taxes and the payment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or are being conductedowing to any employee or independent contractor, or, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442 of the Knowledge of Contributor, are pending Code or are proposed with respect to Kemmerer and the Assetssimilar provisions under foreign Law. (d) There are is no Liens for Taxes on ongoing or threatened, in writing, Action, audit, examination or other investigation by any Governmental Authority of the Membership Interests Tax liability of Venaxis and there is no Claim concerning any Tax liability of Venaxis either (i) claimed or raised by any Governmental Authority in writing or (ii) as to which Venaxis (or employees of Venaxis responsible for Tax matters) has Knowledge. No Tax Return of Venaxis has been audited or is currently the Assets other than, subject of an audit. Venaxis has not waived any statute of limitations in the case respect of the Assets, Permitted LiensTaxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) All material Taxes required to be withhelddeficiencies asserted or assessments made as a result of any examinations by any Governmental Authority of the Tax Returns of, collected or deposited by or with respect to Kemmerer and the Assets including, Venaxis have been timely withheldfully paid, collected and there are no other audits or depositedinvestigations by any Taxing Authority in progress, as nor has Venaxis received any notice from any Governmental Authority that it intends to conduct such an audit or investigation. No issue has been raised by a Governmental Authority in any prior examination of Venaxis which, by application of the case may besame or similar principles, and, could reasonably be expected to the extent required, have been paid to the relevant taxing authorityresult in a proposed deficiency for any subsequent taxable period. (f) There are is no outstanding agreements Tax sharing, allocation, indemnity, or waivers extending similar contract that will require any payment be made by Venaxis after the applicable statutory periods of limitation for Closing Date to any material Taxes associated with respect to Kemmerer or the Assets for any period. (g) Contributor Person, and Venaxis is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and the rules and Treasury Regulations promulgated thereunder, or an entity disregarded as separate from its owner liable for United States federal income tax purposes. (h) For United States federal income tax purposes, Kemmerer was a “C” corporation from the date of incorporation until the date immediately prior to the Conversion, and on and after the Conversion, Kemmerer is an entity disregarded as separate from its owner. (i) At least 90% of the gross income generated by the Assets is income that constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. (j) There are no (i) obligations to make a payment to any Person under any Tax allocation or Tax-sharing agreement; (ii) obligations to pay the Taxes of any other Person by virtue of any Tax law, as a transferee or successor, successor by contract or otherwise; including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law); (iii) obligations under any record retention, transfer pricing, closing or other agreement or arrangement with any taxing authority that will survive the Closing. (k) None of the Assets includes any equity interests in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.