Common use of Tax Matters Clause in Contracts

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:

Tax Matters. The Company (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any valid extension of time within which to file) all Tax Returns which it is required to file under applicable laws; be filed by any of them and all such Tax Returns are true complete and accurate accurate, (ii) Parent and has been prepared in compliance with all applicable laws; the Company has each of its Subsidiaries have timely paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that 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 by any of them or that Parent or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, stockholdercreditor, creditor stockholders or other third parties; and since December 31party (in each case, 1998whether or not shown on any Tax Return), the charges, accruals and reserves for Taxes (iii) there are no currently effective waivers of any statute of limitations with respect to the Company Taxes or extensions of time with respect to a Tax assessment or deficiency, (including iv) all assessments for Taxes due with respect to completed and settled examinations or any provisions for deferred income taxesconcluded litigation have been fully paid, (v) reflected on the books there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of the Company are adequate to cover Taxes or Tax matters of Parent or any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No Subsidiaries, (vi) no claim has been made in writing or, to Parent’s knowledge, otherwise, by a taxing authority Taxing Authority in a jurisdiction where the Company Parent or any of its Subsidiaries does not file tax returns Tax Returns of a certain type that the Company Parent or any subsidiary of its Subsidiaries is or may be subject to taxation by of such type or required to file Tax Returns of such type in that jurisdiction. There , (vii) there are no foreignLiens for Taxes on any of the assets of Parent or any of its Subsidiaries other than statutory Liens for Taxes not yet due and payable, federal, state (viii) neither Parent nor any of its Subsidiaries is a party to any agreement or local tax audits or administrative or judicial proceedings pending or being conducted with respect arrangement relating to the Company apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is Parent or commercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business) or has any liability for Taxes of any person (other than Parent 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 of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any subsidiary from any foreign, federal, state analogous or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; Tax Law), as transferee, successor, by Contract (other than commercial Contracts not primarily related to Taxes and entered into in the ordinary course of business) or otherwise, and (Bix) has not agreed neither Parent nor any of its Subsidiaries is bound with respect to any current or is required to make any adjustments pursuant to 481 future taxable period by any closing agreement (a) within the meaning of Section 7121 of the Internal Revenue Code Code), private letter ruling, technical advice or any similar provision other ruling or written agreement with a Governmental Entity, in each case, that could reasonably be expected to affect the liability for Taxes of state, local or foreign law by reason of a change in accounting method initiated by the Company Parent or any of its subsidiaries or has any knowledge that Subsidiaries following the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Closing.

Tax Matters. The Company has timely and each subsidiary has properly filed ------------ all Tax Returns which it is federal, state, local and foreign tax returns required to file under applicable laws; be filed by it through the date hereof, which returns were true, correct and complete in all such Tax Returns are true and accurate material respects and has been prepared in compliance with all applicable laws; the Company has paid or caused to be paid all Taxes due and owing required to be paid by it or any subsidiary through the date hereof (whether or not such Taxes are required to be shown on a Tax Return) tax return), except Taxes which are the subject of a good faith dispute for which adequate reserves have been established and are reflected on the Base Balance Sheet. All Taxes and other assessments and levies which the Company was or is required to withhold or collect have been timely withheld and collected and have withheld and been paid over to the appropriate proper governmental authorities. Except as set forth in Section 2.13 of the Disclosure Schedule, (i) the Company has never received written notice of any audit or of any proposed deficiencies from the Internal Revenue Service (the “IRS”) or any other taxing authorities all Taxes authority (other than routine audits undertaken in the ordinary course and which it is required have been resolved on or prior to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesthe date hereof); and since December 31, 1998, the charges, accruals and reserves for Taxes (ii) there are in effect no waivers of applicable statutes of limitations with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 Taxes owed by the Company for any year; (iii) neither the IRS nor any other taxing authority is now asserting, or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning to the Company's Tax liability. The ’s knowledge, threatening to assert against the Company (A) has not executed any deficiency or entered into a closing agreement pursuant to 7121 claim for additional Taxes or interest thereon or penalties in connection therewith in respect of the Internal Revenue Code income or sales of the Company; and (iv) the Company has never been a member of an affiliated group of corporations filing a combined federal income Tax return nor does the Company have any predecessor provision thereof liability for Taxes of any other Person under Treasury Regulations §1.1502.6 (or any similar provision of stateforeign, state or local law) or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 Tax allocation or sharing agreementarrangement. The Company has is not made any payments, is obligated to make payments or is a party to an agreement that any contract, agreement, plan or arrangement covering any employee or former employee thereof that, individually or collectively, could obligate it give rise to make the payment of any payments amount that would not be deductible under pursuant to Section 280G or 162 of the Internal Revenue Code. For purposes Except as set forth on Section 2.13 of this the Disclosure Schedule, the Company is not a “foreign person” within the meaning of Section 4.14:1445 of the Code and the Treasury Regulations 1.1445-2.

Tax Matters. The Company (a) Except as set forth on the attached Schedule 5.10, HI, each Subsidiary, and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has HI, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (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 authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither HI, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company HI and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, HI and its Subsidiaries have not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been made filed by a taxing authority in a jurisdiction where HI, each Subsidiary and each Affiliated Group shall not exceed the Company does not file recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of HI and its Subsidiaries have been audited and closed for all tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are years through June 30, 1995; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company HI, any Subsidiary or any subsidiary; Affiliated Group, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary HI from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or of, claims concerning the CompanyHI's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary (a) Except as set forth in Schedule 2.13 of the CALIPSO Disclosure Schedule: (i) CALIPSO has filed ------------ or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other Tax Returns (as defined herein) with respect to Taxes (as defined herein) of CALIPSO and all Tax Returns were in all material respects true, complete and correct; (ii) all Taxes with respect to CALIPSO have been paid in full or have been provided for in accordance with GAAP on CALIPSO's most recent balance sheet which it is part of the CALIPSO SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other Tax Returns required to file under applicable lawsbe filed by or with respect to CALIPSO; all such (iv) to the Knowledge of CALIPSO none of the Tax Returns are true of or with respect to CALIPSO is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other Taxes has been assessed with respect to CALIPSO which has not been abated or paid in full. CALIPSO has furnished or made available to KFI complete and accurate copies of all income and franchise tax returns, and the amendments thereto, filed by CALIPSO for all taxable years ending on or after May 31, 1994. All Taxes due and payable by CALIPSO have been paid. There are no Liens of any kind upon or with respect to any assets or properties of CALIPSO, including without limitation, any Lien for any tax. CALIPSO is not and has never been prepared in compliance with all applicable laws; the Company a member of any affiliated, combined, consolidated, unitary or similar group. CALIPSO has withheld and paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have been withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from in connection with amounts paid or owing to any employee, stockholdercreditor, creditor independent contractor or other third parties; party. CALIPSO does not expect any taxing authority to assess any additional Taxes against it or in respect of it for any tax period. There is no dispute or claim concerning any Tax liability of CALIPSO and since December 31, 1998, the charges, accruals and reserves for Taxes no issues have been raised in any examination by any taxing authority with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:CALIPSO.

Tax Matters. The Except as would not reasonably be expected to have a Material Adverse Effect on the Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Subsidiaries (taken as a whole), the Company has paid and the Subsidiaries have timely filed all Taxes due federal, provincial, local and owing by it or any subsidiary (whether or not such Taxes foreign tax returns which are required to be shown on a Tax Return) filed and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; the Company and the Subsidiaries have established on their books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Company or the Subsidiaries except for taxes not yet due, and there are no examination, audits or other proceedings of any of the tax returns of the Company or the Subsidiaries which are known by the Company’s management to be pending, and the Company has withheld or collected all amounts required to be withheld or collected by it on account of taxes and paid over has remitted all such amounts to the appropriate taxing authorities all Taxes Governmental Entity (as defined below) when required by law to do so, and there are no claims which it is required to withhold from amounts paid have been or owing may be asserted relating to any employeesuch tax returns which, stockholderif determined adversely, creditor or other third parties; and since December 31, 1998, would result in the charges, accruals and reserves for Taxes with respect to the Company (including assertion by any provisions for deferred income taxes) reflected governmental agency of any deficiency which would have a Material Adverse Effect on the books properties, business or assets of the Company are adequate to cover any Tax liabilities of and 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company Subsidiaries (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) taken as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The whole); the Company is not a party to any tax indemnification, allocation or sharing agreementagreement (other than any contractual obligation that does not principally relate to taxes) with respect to any taxes that could give rise to a payment or indemnification obligation to any person other than the Company or any of the Subsidiaries. The Company has not made no liability for taxes of any payments, is obligated to make payments person (other than the Company or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue CodeSubsidiaries) under any tax legislation, as a transferee or successor, or otherwise other than any contractual obligation that does not principally relate to taxes. For purposes of this Section 4.14:“Governmental Entity” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities and the TSX and the NASDAQ.

Tax Matters. Each of the Company and the Subsidiaries has timely ----------- filed all tax returns and reports (federal, state and local) as required by law. These returns and reports are true and correct in all material respects. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has Subsidiary have paid all Taxes due taxes and owing other assessments due, except those contested by it or any subsidiary (whether or not such Taxes them in good faith and which are required to be shown on a Tax Return) and have withheld and paid over to described in Section 3.10 of 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 Disclosure Letter. The provision for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books taxes of the Company are or the Subsidiaries as shown in the Financial Statements is adequate to cover any Tax liabilities for taxes due or accrued as of the Company if its current tax year were treated as ending on the date hereofthereof. No claim has been made by a taxing authority in a jurisdiction where Neither the Company does not file tax returns that the Company or nor any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters Subsidiary 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement elected pursuant to 7121 of the Internal Revenue Code of 1986, as amended ("CODE"), to be treated as an S corporation or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments a collapsible corporation pursuant to 481 (aSection 1362(a) or Section 341(f) of the Internal Revenue Code, nor have they made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or any similar provision amortization) that would have a material effect on the business, properties, prospects, or financial condition of state, local or foreign law by reason of a change in accounting method initiated by the Company and the Subsidiaries, taken as a whole. Neither the Company nor the Subsidiaries has ever had any tax deficiency proposed or assessed against it, nor have they executed any waiver of its subsidiaries any statute of limitations on the assessment or has collection of any knowledge that the IRS has proposed any such adjustment tax or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations governmental charge. None of the Company's or the Subsidiaries' federal income tax returns and none of their state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties, and operations for such period. The Company has and the Subsidiaries have withheld or collected from each payment made to each of its employees, the amount of all taxes, including, but not been limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and have paid the same to the proper tax receiving officers or authorized depositaries. Neither the Company nor any Subsidiary is 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 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 and 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:regulations promulgated thereunder.

Tax Matters. The Company and each subsidiary has filed ------------ 5.22.1 Except as set forth on Schedule 5.22.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the (b) all material Taxes of each Acquired Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquired Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company's property or any subsidiaryassets other than Permitted Liens; 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 (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The Except for those matters disclosed on Section 3.10 of the Company Disclosure Schedule: (i) each of the Company and each subsidiary its Subsidiaries has timely filed, or has caused to be timely filed ------------ on its behalf (taking into account any extension of time within which to file), all Income Tax Returns which it is or other material Tax Returns required to file under applicable laws; be filed by it, and all such filed Tax Returns are true correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the Company has paid (ii) all income or other material Taxes due and owing by it or any subsidiary (whether or not such Taxes are required shown to be shown due on a such Tax ReturnReturns) have been timely paid and have each of the Company and its Subsidiaries has withheld and paid over to the appropriate taxing authorities Governmental Authority all material Taxes which it is required to withhold from amounts paid or owing to any employee, stockholdershareholder, creditor or other third partiesparty; and since December 31, 1998, (iii) neither the charges, accruals and reserves Company nor any of its Subsidiaries has requested or been granted an extension of the time for Taxes filing any Income Tax Return or other material Tax Return which has not yet been filed; (iv) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date of this Agreement the time in which any Income Tax or other material Tax may be assessed or collected by any Governmental Authority; (v) no deficiency with respect to income or other material Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved in the Balance Sheet; (vi) no audit or other administrative or court proceedings are being conducted or pending with any Governmental Authority with respect to income or other material Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received; (vii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group of which the Company is the common parent (the “Company Group”), or (B) has any Liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or foreign Law) (other than members of the Company Group); (viii) neither the Company nor any of its Subsidiaries has distributed stock of another Person in a transaction that was intended to be governed by Code §355 in the two years prior to the date of this Agreement or as part of a plan in conjunction with the Transactions contemplated by this Agreement; (ix) neither the Company nor any of its Subsidiaries has participated in, or is currently participating in, any “reportable transaction” for purposes of Treasury Regulation §1.6011-4(b) (including any provisions “listed transaction” for deferred income taxespurposes of Treasury Regulation §1.6011-4(b)(2)); (x) reflected neither the Company nor any of its Subsidiaries is a party to any agreement, the principal purpose of which is to share or allocate Taxes between the Company or any of its Subsidiaries, on the books one hand, and a third party, on the other hand; (xi) neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for any taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date; (xii) as of the date hereof, the Company is not a “United States real property holding corporation” within the meaning of Code Section 897(c); (xiii) there are no Liens for material Taxes upon any of the assets of the Company are adequate to cover any Tax liabilities of the Company if or its Subsidiaries except Liens for current tax year were treated as ending on the date hereof. No Taxes not yet due and payable; and (xiv) since July 31, 2005, no written claim has been made by a taxing authority any Governmental Authority in a jurisdiction where the Company or its Subsidiaries does not file tax returns a Tax Return that the Company or any subsidiary it is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state jurisdiction which has resulted or local tax audits or administrative or judicial proceedings pending or being conducted with respect would reasonably be expected to the Company or any subsidiary; no information related result in an obligation 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 pay 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Taxes.

Tax Matters. The Except as has not had and is not reasonably likely to have, individually or collectively, a Material Adverse Effect, the Company and each subsidiary has its subsidiaries have filed ------------ all Tax Returns which it is tax returns required to file under applicable laws; all such Tax Returns be filed, which returns are true and accurate correct in all material respects, and has been prepared in compliance with all applicable laws; the Company has and its subsidiaries have paid in full all Taxes federal, state, local an other net income, gross income, gross receipts, sales, use, ad valorem, value added, intangible unitary, capital gains, transfer, franchise, profits, license, permit, lease, service, service use, withholding, backup withholding, payroll employment, estimated, excise, severance stamp, occupation, premium, property, prohibited transaction, windfall, or excess profits, customs, duties, or other taxes, fees, assessment or charges of any kind whatsoever, together with any penalties and interest, assessments, fees and other charges, addition to tax or additional amount with respect thereto due and owing by it to any governmental or quasi-governmental authority and has discharged any obligations for payment of the foregoing under any tax sharing, tax indemnity or other arrangement binding upon the Company or its subsidiaries, other than those being contested in good faith and for which adequate reserves have been provided for in the June 30 Balance Sheet. Neither the Company nor any of its subsidiaries has received notice that the Internal Revenue Service (IRS) 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 other 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 authority has asserted against the Company or its subsidiaries any deficiency or claim for additional taxes, and no issues have been raised (including and are currently pending) by any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 connection with any tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated return filed by the Company or any of its subsidiaries which have had or are reasonably likely to have, individually or collectively, a Material Adverse Effect. Neither the Company nor any of its subsidiaries has any knowledge received notice that the IRS has proposed any such adjustment it is or change may be subject to tax in accounting method, or has any application pending with any taxing authority requesting permission for any changes a jurisdiction in accounting methods that relate to the business or operations of the Company. The Company which it has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has filed or does not made an election under 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. 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 currently file 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:returns.

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing be filed by or on behalf of it or any subsidiary of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether or not such Taxes are required to be shown have been assessed) have been paid in full or have been adequately provided for on a Tax Returnits consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid been proposed, threatened, asserted or owing to any employee, stockholder, creditor assessed in writing against or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books Taxes due by or Tax Returns of the Company are adequate to cover any Tax liabilities of the Company if it or its current tax year were treated as ending on the date hereofSubsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been made by a taxing authority threatened in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested writing 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 authorityGovernmental Authority. There are no material unresolved questions Liens for Taxes upon the assets of it or claims concerning its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the Company's case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which isItaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax liability. The Company Return or (Aii) has not executed or entered into a closing agreement pursuant to 7121 any material liability for Taxes of any other Person arising from the Internal Revenue Code or application of any predecessor provision thereof or any similar provision of federal state, local or foreign law; and (B) has not agreed to Law that imposes joint or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason several liability on members of a change in accounting method initiated by the Company consolidated or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting methodaffiliated group, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract contract, or indemnity or (D) otherwise. The Company is not a party to Neither it nor any tax sharing agreement. The Company has not made any payments, is obligated to make payments or of its Subsidiaries is a party to an a Tax sharing, indemnification or similar agreement that could obligate or any agreement pursuant to which it or any of its Subsidiaries has any obligation to make any payments that would not Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be deductible under 280G withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the Internal Revenue Code. For purposes of this Section 4.14:assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. The Company (a) (i) Parent has duly and each subsidiary has timely filed ------------ all Tax Returns which it is are required to file under applicable lawsbe filed by it, and has paid all Taxes (whether or not shown on such Tax Returns) which have become due; (ii) all such Tax Returns are true true, correct and complete and accurate and in all respects; (iii) there is no Action, pending or proposed in writing, with respect to Taxes of Parent; (iv) no statute of limitations in respect of the assessment or collection of any Taxes of Parent for which a Lien may be imposed on any of Parent’s assets has been prepared waived or extended, which waiver or extension is in compliance effect; (v) Parent has complied in all respects with all applicable laws; Laws relating to the Company reporting, payment, collection and withholding of Taxes and has paid all Taxes due duly and owing by it timely withheld or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and collected, paid over to the appropriate taxing authorities applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by Parent; (vi) Parent has (A) properly collected all sales Taxes required to be collected in the time and manner required by applicable Law and remitted all such sales Taxes to the applicable Taxing authority in the time and in the manner required by applicable Law and properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transactions as to which it would otherwise have been obligated to collect or withhold Taxes; (vii) there is required to withhold no outstanding request for a ruling from amounts paid any Taxing Authority, request for consent by a Taxing Authority for a change in a method of accounting, subpoena or owing to request for information by any employee, stockholder, creditor Taxing Authority or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes agreement with any Taxing Authority with respect to the Company Parent; (including viii) there is no Lien (other than Permitted Liens) for Taxes upon any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities assets of the Company if its current tax year were treated as ending on the date hereof. No Parent; (ix) no claim has ever been made by a taxing authority Taxing Authority in a jurisdiction where the Company does Parent has not file tax returns paid any Tax or filed Tax Returns, asserting that the Company or any subsidiary Parent is or may be subject to taxation Tax in such jurisdiction, Parent is not nor has it ever been subject to Tax in any country other than the respective countries of incorporation or formation of Parent members by virtue of having a permanent establishment or other place of business in that jurisdiction. There country, and the members of Parent are no foreignand have always been tax residents solely in their respective countries of incorporation or formation; (x) Parent has provided to Company true, federalcomplete and correct copies of all Tax Returns relating to, state or local tax audits or administrative or judicial proceedings pending or being conducted and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period since its formation; (xi) there is no outstanding power of attorney from Parent authorizing anyone to act on behalf of Parent in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of Parent; (xii) the Company Parent is not, and has never been, a party to any Tax sharing, Tax indemnity or any subsidiaryTax allocation Contracts ; 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (Axiii) Parent has not executed or entered into been a closing agreement pursuant to 7121 member of an “affiliated group” within the meaning of Section 1504(a) of the Internal Revenue Code or filing a consolidated federal income Tax Return (other than a group the common parent of which was the Parent); (xiv) Parent has no liability for the Taxes of any predecessor provision thereof other Person: (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of stateapplicable Law), local (2) as a transferee or foreign lawsuccessor or by contract (other than contracts entered into in the ordinary course of business the principal subject matter of which is not Taxes) or (3) otherwise by operation of applicable Law; and (Bxv) no issue has been raised in writing by a Taxing Authority in any prior Action relating to the Parent with respect to any Tax for any period which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Parent for any other period; (xvi) Parent has not agreed requested any extension of time within which to or is required to make file any adjustments pursuant to 481 Tax Return, other than extensions obtained in the ordinary course of business, which Tax Return has since not been filed; (axvii) the Parent has not disclosed on its Tax Returns any Tax reporting position taken in any Tax Return which could result in the imposition of penalties under Section 6662 of the Internal Revenue Code (or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign lawLaw), ; (Bxviii) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company the Parent is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; and (xix) the Parent has not been a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments “reportable transaction” or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G “listed transaction” as defined in Section 6707A(c) of the Internal Revenue Code. For purposes of this Code and Treasury Regulations Section 4.14:1.6011-4(b).

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable lawsdue date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all such Tax Returns are true and accurate and has been prepared material respects in compliance with all applicable lawsLegal Requirements; and (iii) have been provided or made available to MWKI. All Taxes owed by the Company has have been withheld and paid all Taxes due and owing by it or any subsidiary (when due, whether or not such Taxes amounts are required to be shown on a any Tax Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) and have to pay any Tax. The Company has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, creditor or other third parties; party, and since December 31, 1998, the charges, accruals all forms and reserves for Taxes statements required with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has thereto have 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; properly completed and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:timely filed.

Tax Matters. The Company and each subsidiary of its subsidiaries has filed ------------ when due (taking account of extensions) all Tax Returns (as defined below) relating to Federal income taxes, and all other material Tax Returns, which it is has been required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due shown on those returns to be due. Those Tax Returns are true, correct and owing complete in all material respects and accurately reflect the income, gains, losses, deductions, credits and Taxes required to have been reported or paid, except to the extent of items which may be disputed by it applicable taxing authorities but for which there is substantial authority to support the position taken by the Company or any the subsidiary (whether or not such Taxes and which have been adequately reserved against in accordance with GAAP on the balance sheet at March 31, 2003 included in the March 10-Q. The Company has maintained all documents, books and records as are required to be maintained by it and its subsidiaries under applicable Tax laws. Except as 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 Company (including any provisions for deferred income taxes) reflected on the books in Section 3.10 of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreignDisclosure Letter, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) no waiver or consent regarding the application of the Internal Revenue Code statute of limitations or any similar provision extension of state, local or foreign law by reason of a change in accounting method initiated time given by the Company or any of its subsidiaries for completion of the audit of any of its Federal income Tax Returns or other material Tax Returns is in effect, (b) no tax lien has been filed by any knowledge taxing authority against the Company or any of its subsidiaries or any of their assets relating to Taxes, penalties and interest in excess of $100,000 in any instance, or $1,000,000 in aggregate, (c) no Federal income Tax Return, or material state, local or foreign Tax Return, of the Company or any subsidiary, is the subject of a pending audit or other administrative proceeding or court proceeding, (d) except as shown in Section 3.10 of the Company Disclosure Letter, neither the Company nor any subsidiary is a party to any agreement providing for the allocation or sharing of Taxes (other than agreements solely between the Company and its direct or indirect wholly owned subsidiaries or among direct or indirect wholly owned subsidiaries of the Company), (e) neither the Company nor any subsidiary has participated in or cooperated with an international boycott as that term is used in Section 999 of the IRS Code, (f) the liabilities and reserves for Taxes reflected in the consolidated balance sheet at March 31, 2003 included in the March 10-Q cover all Taxes for all periods ended at or prior to the date of such balance sheet and have been determined in accordance with GAAP and there is no material liability for Taxes for any period beginning after the date of such balance sheet other than Taxes arising in the ordinary course of business, including Tax liabilities assumed or incurred in the purchase of real estate in the ordinary course of business which are not material in the aggregate, (g) no event, transaction, act or omission has occurred which could result in the Company’s becoming liable to pay or to bear any Tax as a transferee, successor or otherwise which is primarily or directly chargeable or attributable to any other person, firm or company, and the Company has no actual or contingent liability (whether by reason of any indemnity, warranty or otherwise) to any other person in respect of any actual, contingent or deferred liability of such person for Taxes, (h) the Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the Internal Revenue Service (the “IRS”) has not proposed any such adjustment or change in accounting method, (i) the Company and each of its subsidiaries which have been treated as partnerships or has any application pending with any taxing authority requesting permission disregarded entities for any changes federal or state Tax purposes have been properly so classified for each taxable year beginning in accounting methods that relate to or after 1985, (j) the business or operations of the Company. The Company has not been a United States real property holding corporation within satisfied the meaning requirements of 897(c)(2Section 7704(c) of the Internal Revenue Code during for each year beginning after December 31, 1987, and (k) the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(fSection 7704(g)(2) 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. 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 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 280G of the Internal Revenue Code. For the purposes of this Section 4.14:Agreement, the term “Taxes” means all taxes (including, but not limited to, withholding taxes), assessments, fees, levies and other governmental charges, and any related interest or penalties. For the purposes of this Agreement, the term “Tax Return” means any report, return or other tax-related information required to be supplied to a taxing authority or to Unitholders or their assignees in connection with Taxes.

Tax Matters. There are no foreign, federal, state, county or local taxes due and payable by the Company which have not been paid. Any liability of the Company for taxes not yet due and payable, or which are being contested in good faith, has been provided for on the Balance Sheet in accordance with GAAP. The Company has duly filed all federal, state, county and each subsidiary has filed ------------ all Tax Returns which it is local tax returns required to file under have been filed by the Company and there are in effect no waivers of applicable laws; statutes of limitations with respect to taxes for any year. Except for a sales and use tax audit in 2001, all such Tax Returns are true and accurate and has amounts owing as a result of which have been prepared in compliance with all applicable laws; paid as of the date hereof, the Company has paid all Taxes due and owing by it not been subject to a federal or state tax audit of 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 31kind. Since January 1, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No no claim has been made by a taxing any tax authority in a jurisdiction where the Company does not currently file a tax returns return that the Company or any subsidiary is or may be subject to taxation tax by that such jurisdiction. There are is no foreignaction, federalsuit, state proceeding, investigation, audit or local tax audits claim now pending against, or administrative or judicial proceedings pending or being conducted with respect to, the Company in respect of any tax or assessment, nor is any claim for additional tax or assessment asserted by any tax authority. The Company has withheld and paid all material taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). The Company has delivered in writing pursuant to Landmark's due diligence request list a report that accurately sets forth the regular and alternative minimum tax net operating loss and other carryovers available to the Company or any subsidiary; no information related Company. As of the Closing Dates, and except for giving effect to Tax matters has been requested by any foreignthe transactions contemplated hereby, 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 ability of the Company or any subsidiary from any foreignto use such carryovers will not have been affected by Sections 382, federal, state 383 or local taxing authority. There are no 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 7121 384 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) by the SRLY limitations of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations consolidated return regulations under Section 1502 of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an any election under Section 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and its subsidiaries have filed all Tax Returns, and these Tax Returns are true, correct, and complete in all material respects. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has (i) have paid all Taxes that are due and 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 such subsidiary is for the periods covered by the Tax Returns or may be subject (ii) have duly and fully provided reserves adequate to taxation by that jurisdictionpay all Taxes in accordance with GAAP. There are no foreignNo agreement as to indemnification for, federalcontribution to, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to payment of Taxes exists between the Company or any subsidiary; no information related , on the one hand, and any other Person, on the other, including pursuant to any Tax matters sharing agreement, lease agreement, purchase or sale agreement, partnership agreement or any other agreement not entered into in the ordinary course of business. Neither the Company nor any of its subsidiaries has any liability for Taxes of any Person (other than the Company or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), or as a transferee or successor, by contract or otherwise. Since the date of the Company's most recent Financial Statements, the Company has not incurred any liability for Taxes other than in the ordinary course of business consistent with past practice. Neither the Company nor its subsidiaries has been requested advised (a) that any of its Tax Returns have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its subsidiaries has knowledge of any Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Internal Revenue Code) in conjunction with the purchase of the Shares. “Tax” or “Taxes” means any foreign, federal, state or local taxing authority; andincome, except as disclosed abovegross receipts, no written notice indicating an intent to open an audit license, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other review has been received by similar tax, governmental fee, governmental assessment or governmental charge, including any interest, penalties or additions to Taxes or additional amounts with respect to the Company foregoing. “Tax Returns” means all returns, reports, or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is statements required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending be filed with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 respect to any tax sharing agreement. The Company has not made Tax (including any paymentselections, is obligated to make payments notifications, declarations, schedules or is a party to an agreement that could obligate it to make attachments thereto, and any payments that would not be deductible under 280G amendment thereof) including any information return, claim for refund, amended return or declaration of the Internal Revenue Code. For purposes of this Section 4.14:estimated Tax.

Tax Matters. With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Member shall be permitted to take any and all actions under the TEFRA Audit Rules and shall have any powers necessary to perform fully in such capacity. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules). The Company shall file as a partnership for federal, state, provincial and each subsidiary has filed ------------ local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Company, shall be made by the Applicable Tax Returns which it is required Representative, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Applicable Tax Representative. The Applicable Tax Representative shall keep the other Members reasonably informed as to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; any tax actions, examinations or proceedings relating to the Company has paid all Taxes due and 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 shall submit to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid other Members, for their review and comment, any settlement or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes compromise offer with respect to the Company (including any provisions for deferred income taxes) reflected on the books disputed item of the Company are adequate to cover any Tax 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 income, gain, loss, deduction or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax law as a result of the Company’s activities or investments, with respect to such Fiscal Year. The Company has not been a United States real property holding corporation within also shall provide the meaning Members with such other information as may be reasonably requested for purposes of 897(c)(2allowing the Members to prepare and file their own tax returns. The Company shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes purpose of another person that is not a subsidiary allocating or specifically allocating items of income, gain, loss, deduction and expense of the Company under (A) Treas. Reg. 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 for federal income tax purposes 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 280G account for the varying interests of the Internal Revenue Code. For purposes of this Section 4.14:Members for the Fiscal Year.

Tax Matters. The (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) the Company and each subsidiary has its Subsidiaries have timely filed ------------ or caused to be filed all Tax Returns which it is required to file under applicable lawsbe filed by the Company and its Subsidiaries by the date hereof; (ii) all such Tax Returns are true true, complete and accurate and has been prepared in compliance with all applicable lawsmaterial respects; the Company has paid (iii) all Taxes due and owing payable by it or any subsidiary the Company and its Subsidiaries (whether or not such Taxes are shown or required to be shown on a any Tax Return) have been paid, and have the Company and each of its Subsidiaries has withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; (iv) the unpaid Taxes of the Company and since December 31, 1998, its Subsidiaries did not as of the charges, accruals and reserves date of the most recent financial statements exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet contained in such financial statements (rather than in any notes thereto); (v) neither the Company nor any of its Subsidiaries has requested or been granted an extension of time for filing any Tax Return which has not yet been filed; (vi) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date hereof the time in which any Tax may be assessed or collected by any taxing authority; (vii) neither the Company nor any of its Subsidiaries has received written notice of any action, suit, proceeding, investigation, claim or audit against, or with respect to the Company to, any Taxes (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 its Subsidiaries is or may be subject to taxation Taxes assessed by that such jurisdiction. There ); (viii) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Encumbrances for Taxes (other than Encumbrances for Taxes not yet due and payable) upon any of the assets of the Company or any subsidiaryof its Subsidiaries; 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 (ix) neither the Company or nor any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company of its Subsidiaries has (A) has not executed been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or entered into a closing agreement pursuant to 7121 (B) any liability for the Taxes of any Person (other than any of the Internal Revenue Code Company and its Subsidiaries) under Treasury Regulation §1.1502-6 (or any predecessor similar provision thereof of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) 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 (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; and (BC) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code intercompany transactions or any excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign law by reason of a change in accounting method initiated by income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date; and (xi) neither the Company or nor any of its subsidiaries or Subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting methoddistributed stock of another Person, or has any application pending with any taxing authority requesting permission for any changes had its stock distributed by another Person, in accounting methods a transaction that relate was purported or intended to the business be governed in whole or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue in part by Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (§355 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Code §361.

Tax Matters. The (a) Except for those matters that would not reasonably be expected to have a Company Material Adverse Effect or as specified in the Company Disclosure Schedule: (i) each of the Company and each subsidiary its Subsidiaries has timely filed, or has caused to be timely filed ------------ on its behalf (taking into account any extension of time within which to file), all Tax Returns which it is required to file under applicable laws; be filed by it, and all such filed Tax Returns are true true, correct and accurate and has complete; (ii) all Taxes required to have been prepared in compliance with all applicable laws; paid by the Company has paid all Taxes due and owing by it or any subsidiary its Subsidiaries (whether or not shown to be due on such Tax Returns) have been paid; (iii) no deficiency with respect to Taxes are has been proposed, asserted or assessed against the Company or any of its Subsidiaries which has not been fully paid or adequately reserved against in accordance with GAAP; (iv) no audit or other administrative or court proceeding or Claim is pending before any Governmental Authority with respect to Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received (other than in respect of any such proceeding that has been resolved); (v) each of the Company and its Subsidiaries has withheld and timely remitted to the appropriate Governmental Authority all Taxes 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 partiesparty and collected and paid all sales Taxes required to be withheld and paid; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to (vi) neither the Company (including nor any provisions for deferred income taxes) reflected on the books Subsidiary of the Company are adequate to cover has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax liabilities which has not yet expired (excluding extensions of time to file Tax Returns obtained in the ordinary course); (vi) neither the Company nor any Subsidiary of the Company if its current tax year were treated had any liabilities for unpaid Taxes as ending of the Balance Sheet Date that had not been accrued or reserved on the date hereof. No claim has been made by a taxing authority such balance sheet in a jurisdiction where accordance with GAAP; (vii) neither the Company does not file tax returns that nor any Subsidiary of the Company has any liability for Taxes of any Person (except for the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to Subsidiary of the Company Company) arising from the application of Treasury Regulations Section 1.1502-6 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar analogous provision of state, local or foreign lawLaw, as a transferee or successor or by contract; and (Bviii) has not agreed neither the Company nor any Subsidiary of the Company is a party to or is required otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement, except for such an agreement or arrangement exclusively between or among the Company and Subsidiaries of the Company or customary Tax provisions contained in commercial agreements the principal subject matter of which is not related to make Taxes; (ix) within the past three (3) years, neither the Company or any adjustments pursuant Subsidiary of the Company has been a “distributing corporation” or a “controlled corporation” in a distribution intended to 481 qualify for tax-free treatment under Section 355 of the Code; (x) neither the Company nor any Subsidiary of the Company has participated in any “listed transaction” as defined in Treasury Regulations Section 1.6011-4 in any Tax year for which the statute of limitations has not expired; (xi) there are no Liens for Taxes on any of the assets of the Company or any or Subsidiary of the Company (except for any Liens described in clause (a) of the Internal Revenue Code or any similar provision definition of state, local or foreign law by reason of a change in accounting method initiated by Permitted Liens); (xii) neither the Company or nor any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary Subsidiary of the Company under has any Tax rulings, requests for rulings, closing agreements or other similar agreements in effect or filed with any Governmental Authority, and (Axiii) Treas. Reg. 1.1502-6 (or comparable provisions neither the Company nor any Subsidiary 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 sharing agreement. The the Company has received any notice from a jurisdiction in which it does not made file a Tax Return that it is required to file any payments, is obligated Tax Return or pay any Taxes in such jurisdiction. This Section 3.9 (and so much of Section 3.10 as it relates to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G Taxes) constitutes the sole and exclusive representation and warranty of the Internal Revenue Code. For purposes of this Section 4.14:Company regarding Tax matters.

Tax Matters. The Company and each subsidiary has filed ------------ all (a)(i)All Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Returnfiled (taking into account any extensions of time within which to file) by or with respect to DCA and its Subsidiaries have withheld and paid over to the appropriate taxing authorities been duly filed, (ii) all Taxes which it is required due have been paid in full, (iii) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (iv) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to withhold from amounts paid in clause (i) are currently pending, and (v) no waivers of statutes of limitation have been given by or owing requested with respect to any employee, stockholder, creditor Taxes of DCA or other third parties; its Subsidiaries. DCA has made available to GDSC true and since correct copies of the United States federal income Tax Returns filed by DCA and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998, the charges, accruals and reserves for Taxes 1997. Neither DCA nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the Company (including any provisions for deferred income taxes) reflected on the books end of the Company are adequate most recent period covered by DCA's Regulatory Documents filed prior to cover any Tax liabilities the date hereof in excess of the Company if its current tax year were treated as ending amounts accrued with respect thereto that are reflected in the financial statements included in DCA's Regulatory Documents filed on or prior to 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or Neither DCA nor any of its subsidiaries Subsidiaries is a party to any Tax allocation or sharing agreement, is or has any knowledge that been a member of an affiliated group filing consolidated or combined Tax returns (other than a group the IRS has proposed any such adjustment common parent of which is or change in accounting method, was DCA) or otherwise has any application pending with liability for the Taxes of any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations person (other than DCA and its Subsidiaries). As of the Company. The Company date hereof, neither DCA nor any of its Subsidiaries has not been a United States real property holding corporation any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as reorganizations within the meaning of 897(c)(2) Section 368 of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) or Section 351 of the Internal Revenue Code. The Company has not made an election under 341(f(b) No Tax is required to be withheld pursuant to Section 1445 of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not Code as a subsidiary result of the Company under (A) Treastransfer contemplated by this Agreement. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:5.18.

Tax Matters. The (a) Between the date hereof and the Closing Date, the Company and each subsidiary has shall file or cause to be filed ------------ on a timely basis all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes that are required to be shown on a Tax Return) and have withheld and paid over filed by it or by any of the other Acquired Corporations, either separately or as part of an affiliated group of corporations, pursuant to the appropriate Laws of each Governmental Authority with taxing authorities power over it or any of the other Acquired Corporations or any of the Acquired Corporations' assets and businesses. Each of such Tax Returns will be true, correct and complete in 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 material respects when filed. Neither the Company (including nor any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover Acquired Corporation shall make any election or file any amended Tax 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 Return reflecting any position that could result in a jurisdiction where the Company does not file tax returns that material adverse Tax consequence to Veeco, Acquisition or the Company or any subsidiary is Acquired Corporation for any period beginning on or may be subject to taxation by that jurisdictionafter the Effective Time. There are no foreignAll transfer, federaldocumentary, state gross receipts, sales, use and property gains Taxes, and liabilities similar in nature, imposed or local tax audits payable on the sale or administrative or judicial proceedings pending or being conducted with respect to transfer of the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement Acquired Corporations' business pursuant to 7121 this Merger Agreement or the consummation of any of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law transactions contemplated hereby shall be paid 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) shall timely file all required transfer Tax Returns and/or notices of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) transfer of the Internal Revenue CodeAcquired Corporations' business with the appropriate Governmental Authority. The Veeco shall cooperate with the Company has not made an election under 341(f) in connection with the matters contemplated by this Section 5.10(a), which cooperation shall include, without limitation, providing information and executing and delivering documents, in connection with the Company's or any of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company Acquired Corporations' obligations under (A) Treas. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:5.10(a).

Tax Matters. The Each of the Company and each subsidiary its Subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are tax returns required to be shown filed by it (and such returns are true, complete and correct in all material respects), has paid in full on a Tax Return) and have withheld and paid over to the appropriate taxing authorities timely basis all Taxes which it is required that are imposed under any laws or by any relevant taxing authority that are due and payable and has made adequate provision in the financial statements referred to withhold from amounts paid above for the payment of all Taxes not then due and payable including all Taxes shown to be payable on the returns or owing to any employee, stockholder, creditor on subsequent assessments with respect thereto and no other Taxes are payable by the Company or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes its Subsidiary with respect to the Company (including any provisions for deferred income taxes) reflected on items or time periods covered by the books returns. Each of the Company and its Subsidiary has made adequate and timely payment of instalments of the Taxes for the taxation period ending on or immediately before the Expiry Time. With respect to any taxation period up to and including the Expiry Time for which tax returns have not yet been filed or for which Taxes are adequate to cover any Tax liabilities not yet due and payable, each of the Company if and its current Subsidiary, has only incurred liabilities for Taxes in the ordinary course of its business consistent with past practice. Except as disclosed in the Data Room Materials, there are no outstanding waivers of any limitation periods or agreements providing for an extension of time for the filing of any tax year were treated as ending on return or the date hereofpayment of any Taxes. No claim has deficiencies exist or have been made by a taxing authority in a jurisdiction where the Company does not file tax returns that asserted with respect to Taxes of the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignits Subsidiary, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to neither the Company or nor 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or Subsidiary is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 sharing agreement. The action or proceeding or assessment or collection of Taxes, nor has any such event been asserted or threatened against the Company has not made nor its Subsidiary or any paymentsof their respective assets and, 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 280G the best of the Internal Revenue Code. For purposes Company’s knowledge, as of the date of this Section 4.14:Agreement none of the Company or its Subsidiary is subject to any assessments, penalties or levies with respect to Taxes that will result in any liability on its part in respect of any period ending on or before the Expiry Time in excess of the amount provided for in the financial statements referred to above. Except as disclosed in the Data Room Materials on or prior to the date of this Agreement, to the knowledge of the Company and its Subsidiary, no audit, investigation, assessment or reassessment of Taxes is reasonably anticipated or imminent.

Tax Matters. The Company and each subsidiary of its Subsidiaries has accurately and timely prepared in all material respects and filed ------------ all Tax Returns material tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by it, except for taxes which it is required to file under applicable laws; all such Tax Returns are true reasonably disputes in good faith and accurate for which appropriate reserves have been established on the Company’s books and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and 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 records. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company in respect of taxes for all fiscal periods are adequate to cover any Tax 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 all material respects, and there are no material unpaid assessments against the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignof its Subsidiaries nor, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company Company’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any subsidiary; no information related to Tax matters has been requested fiscal period or audits by any foreign, federal, state or local taxing authority; and, authority except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or for any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) assessment which has not executed or entered into had and could not reasonably be expected to have a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateCompany Material Adverse Effect taken as a whole. Except as would be not be material, local or foreign law; all taxes and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by other assessments and levies that the Company or any of its subsidiaries Subsidiaries is required to withhold or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission to collect for any changes in accounting methods that relate payment have been duly withheld and collected and paid to the business proper Governmental Authority or operations third party when due. There are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or Properties. Except as described in the Company SEC Documents, there are no outstanding tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other corporation or entity. To the Company’s Knowledge, (i) no limitations under Section 382 or 383 of the Code or Treasury Regulations Section 1.1502-15 or- 21 apply to the use of the Company. The Company has ’s and any of its Subsidiaries’ net operating loss carryforwards, unrealized built-in losses, tax credits, capital loss carryforwards or other tax attributes for U.S. federal income tax purposes at the time of the Closing and (ii) the transactions contemplated by this Agreement and the other Transaction Documents (as if such transactions had occurred immediately after the Closing Date) will not been a United States real property holding corporation within the meaning of 897(c)(2cause an “ownership change” (as defined by Section 382(g) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. (a) (i) The Company and each subsidiary of its Subsidiaries has timely filed ------------ all Tax Returns which it is required to file under applicable lawsbe filed by it; (ii) all such Tax Returns are true complete and accurate in all material respects, disclose all Taxes required to be paid by the Company or any of its Subsidiaries for the periods covered thereby and has have been prepared in compliance with all applicable lawslaws and regulations; (iii) the Company or its Subsidiaries has timely paid all Taxes (whether or not shown on such Tax Returns) due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have has withheld and paid over to the appropriate taxing authorities authority all Taxes which it is required by law to withhold or to collect for payment from amounts paid or owing to any employee, stockholdershareholder, creditor or other third partiesparty; and since December 31(iv) neither the Company nor any of its Subsidiaries has waived or been requested to waive any statute of limitations in respect of Taxes which waiver is currently in effect; (v) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return; (vi) there is no action, 1998suit, investigation, audit, claim or assessment pending or, to the chargesKnowledge of the Company, accruals and reserves for Taxes proposed or threatened with respect to the Company (including any provisions for deferred income taxes) reflected on the books Taxes of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreignof its Subsidiaries, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; and no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, (vii) there are no written notice indicating an intent to open an audit Liens for Taxes upon the assets or other review has been received by properties of the Company or any subsidiary from any foreign, federal, state or local taxing authority. There of its Subsidiaries except Liens relating to current Taxes not yet due; (viii) there are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company ’s or any of its subsidiaries or has any knowledge that Subsidiaries’ Tax liability; and (ix) the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company is not and has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:S corporation.

Tax Matters. The Except as set forth on Schedule 3.16: (i) the Company and each subsidiary has timely filed ------------ all Tax Returns which it is required to file under applicable lawshave been filed by it; (ii) all such Tax Returns are true and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; (iii) the Company has paid all Taxes owed by it which were due and owing by it or any subsidiary payable (whether or not such Taxes are required to be shown on a any Tax Return); (iv) 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 Taxes included within the Financial Statements are accurate; (v) the Company has complied with all applicable Laws relating to Tax; (including any provisions for deferred income taxesvi) reflected on the books of the Company are adequate is not currently the beneficiary of any extension of time within which to cover file any Tax liabilities of Return; (vii) there is no current Action against the Company if its current tax year were treated as ending on the date hereof. No claim has been made in writing by a taxing authority Governmental Authority in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There ; (viii) there are no foreign, federal, state pending or local tax ongoing audits or administrative assessments of the Company’s Tax Returns by a Governmental Authority; (ix) the Company has not requested or judicial proceedings pending received any ruling from, or being conducted signed any binding agreement with, any Governmental Authority, that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax deficiency has been asserted in writing against or with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityGovernmental Authority which Tax remains unpaid; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by (xii) the Company has collected or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is withheld all Taxes currently required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code be collected or any similar provision of statewithheld by it, local 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 and all such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate Taxes have been paid to the business appropriate Governmental Authorities or operations of set aside in appropriate accounts for future payment when due; (xiii) the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) granted or is subject to, any waiver of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable limitations for the Taxes assessment of another person that is not a subsidiary of Tax for any currently open taxable period; (xiv) the Company under (A) Treas. Reg. 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 Tax allocation, sharing agreement. The or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes of another Person, whether by applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (xv) neither the Company has not made nor any paymentsof its former, current or future equity holders is obligated required to make payments include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder; (xvi) there is a party no Contract or employee benefit plan covering any Person that, individually or collectively, could give rise to an agreement that could obligate it to make the payment of any payments amount that would not be deductible under by the Company by reason of Section 280G or Section 162(m) of the Internal Revenue Code. For purposes , and no arrangement exists pursuant to which the Company or its Affiliate will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvii) the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations Section 1.6011-4; (xviii) no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; (xix) the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; (xx) the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Section 4.14:Agreement will not have any material and adverse effect on such compliance; (xxi) no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and (xxii) there has not been any change in Tax accounting method by the Company and the Company has not received a ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact on Taxes of the Company or the equity holders of the Company following the Closing.

Tax Matters. The Company and each subsidiary has filed ------------ 5.20.1. Except as set forth on Schedule 5.20.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has complete in all material respects; (b) all material Taxes of each Acquired Company required to have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquired Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company's property or any subsidiaryassets other than Permitted Liens; 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 (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. There are no Taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign Taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits or other proceedings of any Tax Returns or reports by any applicable federal, state, local or foreign Governmental Entity and no such examinations, audits or proceedings have been threatened in writing. The Company has duly and each subsidiary has timely filed ------------ all federal, state, county, local and foreign Tax Returns which it is required to file under applicable laws; have been filed by it and all such Tax Returns are true true, correct and accurate and has been prepared complete in compliance all material respects. There are in effect no waivers of applicable statutes of limitations with all applicable laws; respect to Taxes for any year. All material Taxes that the Company has paid all Taxes due and 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 or to collect for payment have been duly withheld and collected and 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 Company proper Governmental Entity or third party when due (including any provisions or set aside for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofpayment when due). No claim has ever been made by a taxing authority Governmental Entity in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or liens for Taxes (other than Taxes not yet due and payable) upon 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations assets of the Company. The Company has is 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 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) distributed stock of another Person or has had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Section 355 of Section 361 of the Internal Revenue Code. The Company is will not liable 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 Taxes Closing as a result of another person that is not any: (i) change in method of accounting for a subsidiary taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing; (iii) “closing agreement” as described in Section 7121 of the Company under (A) Treas. Reg. 1.1502-6 Code (or comparable provisions any corresponding or similar provision of state, local or foreign non-U.S. Tax law) executed on or prior to the Closing; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law); (v) installment sale or open transaction disposition made prior to the Closing; or (vi) prepaid amount or deferred revenue received prior to the Closing. The Company (i) has not been a member of an affiliated group filing a consolidated, combined, or unitary federal, state, local, or non-U.S. income Tax Return (other than a group the common parent of which was Parent or the Company) or (ii) has any material liability for the Taxes of any Person (other than Parent or its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Law), (B) as a transferee or successor, (C) by contract contract, or indemnity or (D) otherwise. The Company is not a party to any tax sharing Tax sharing, allocation or similar 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ 6.18.1. Except as set forth on Schedule 6.18.1, (a) all material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquiror Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover in connection with any Tax liabilities of the Returns covering such Acquiror Company if its current tax year were treated as ending on the date hereof. No claim has been made or with respect to any Taxes payable by a taxing authority it; (d) no Governmental Authority in a jurisdiction where the an Acquiror Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquiror Company that the such Acquiror Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable laws; (f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquiror Company's property or any subsidiaryassets other than Permitted Liens; 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 (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquiror Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquiror Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The Company (a) Each of Acquisition Co. and each subsidiary its Acquisition Sub has filed ------------ with the appropriate governmental agencies all material Tax Returns (as defined herein), and has paid in full or contested in good faith or made adequate provision for the payment of, material Taxes (as defined herein) due and owing (whether or not shown on any Tax Return) for all Tax Returns which it is required periods ending on or prior to file under applicable laws; all the date hereof. All such Tax Returns are true were correct and accurate complete in all material respects and has have been prepared in substantial compliance with all applicable lawslaws and regulations. The provisions for Taxes which will be set forth on the balance sheet included in the Acquisition Co.’s financial statements reflect and include adequate provisions for the payment in full of any and all material Taxes for which each of Acquisition Co. and its subsidiaries is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the date of such Acquisition Co. balance sheet; the Company has paid and all Taxes for periods beginning thereafter through the Closing Date have been, or will be, paid when due or adequately reserved against on the books of Acquisition Co. and owing by it or any subsidiary (whether or not such its Acquisition Sub. Each of Acquisition Co. and its Acquisition Sub has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes are and other items required to be shown on a Tax Return) withheld by it from employee wages or otherwise with respect to any amounts paid to any employee, independent contractor, creditor, stockholder, or other third party, and have withheld and has duly deposited the same in trust for or paid over to the appropriate proper taxing authorities and all Taxes which it is IRS Forms W-2 and 1099s required to withhold from amounts paid be filed with respect thereto have been properly completed and timely filed. Neither Acquisition Co. nor its Acquisition Sub has executed or owing filed with any taxing authority any currently effective agreement extending the periods for the assessment or collection of any Taxes. Except as set forth in Schedule 3.13, neither of Acquisition Co. nor its Acquisition Sub is a party to any employeepending action or proceeding by any governmental authority for the assessment or collection of Taxes and, stockholderto Acquisition Co.’s Knowledge, creditor there is no threatened action or other third parties; and proceeding by any governmental authority for the assessment or collection of Taxes from or against Acquisition Co. or its Acquisition Sub. Except as set forth in Schedule 3.13, since December 31, 19982000, the chargesUnited States federal income Tax Returns of Acquisition Co. and its Acquisition Sub have not been audited by the IRS nor has any state, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover local or other taxing authority audited any Tax liabilities Returns of Acquisition Co. and/or its Acquisition Sub. Except as set forth in Schedule 3.13, there is no material tax dispute or claim concerning the Company if Tax liability of Acquisition Co. or its current tax year were treated as ending on the date hereof. No claim has been made Acquisition Sub either (a) raised or claimed by a any taxing authority in writing, or (b) as to which Acquisition Co. has Knowledge. Neither Acquisition Co. nor its Acquisition Sub has been a jurisdiction where the Company does not file tax returns that the Company or any subsidiary member of an affiliated group filing a consolidated Federal income Tax Return (other than an affiliated group of which Acquisition Co. is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state was the common parent) or local tax audits has any liability for Taxes of another person (other than any other member of an affiliated group of which Acquisition Co. is or administrative or judicial proceedings pending or being conducted with respect to was the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company common parent) under Treasury Regulation Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) ), as a transferee or successor, by contract or otherwise. No claim has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law been made 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods a jurisdiction where Acquisition Co. or its Acquisition Sub does not file material Tax Returns that relate it is or may be subject to the business or operations of the Companytaxation in that jurisdiction. The Company Neither Acquisition Co. nor its Acquisition Sub has not been a “United States real property holding corporation corporation” within the meaning of Code Section 897(c)(2) of the Internal Revenue Code during the applicable period specified in Code Section 897(c)(1)(A)(ii). Acquisition Co. and its Acquisition Sub have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) of the Internal Revenue Codein which Acquisition Co. or its Acquisition Sub has participated. The Company has not made an election under 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. 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 Acquisition Co. and its Acquisition Sub have retained all documents and other records pertaining to any tax sharing agreement. The Company has Reportable Transaction in which they have participated, including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other records which are related to any Reportable Transaction in which Acquisition Co. or its Acquisition Sub have participated but 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 280G of the Internal Revenue Code. For purposes of this listed in Treasury Regulation Section 4.14:1.6011-4(g).

Tax Matters. The Company Parent and each subsidiary has of its Subsidiaries have prepared and filed ------------ (or filed applicable extensions therefor) all Tax Returns which it is required to file under applicable laws; all have been filed by Parent or any such Tax Returns are true and accurate and has been prepared in compliance Subsidiary with all applicable laws; the Company has appropriate Governmental Authorities and paid all Taxes shown thereon or otherwise due and owing by it for payment, other than any such Taxes which Parent or any subsidiary (whether or not such Taxes Subsidiary are required to be shown on a Tax Return) contesting in good faith and for which adequate reserves have withheld been provided and paid over to reflected in Parent’s financial statements included in 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 Parent Filings. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company Parent in respect of Taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against Parent or any of its Subsidiaries nor, to cover Parent’s Knowledge, any Tax liabilities basis for the assessment of the Company if its current tax year were treated as ending on the date hereof. No claim has been made any additional Taxes, penalties or interest for any fiscal period or audits by a any federal, state, provincial, local or foreign taxing authority in except for any assessment which is not material to Parent and its Subsidiaries, taken as a jurisdiction where the Company does not file tax returns whole. All Taxes and other assessments and levies that the Company Parent or any subsidiary of its Subsidiaries is required to withhold or may be subject to taxation by that jurisdictioncollect for payment have been duly withheld and collected and paid to the proper Governmental Authority or third party when due, other than any such Taxes which Parent or any of its Subsidiaries are contesting in good faith and for which adequate reserves have been provided and reflected in Parent’s financial statements included in the Parent Filings. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 material unresolved questions liens or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant pending or, to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateParent’s Knowledge, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change threatened in accounting method initiated by the Company writing against Parent or any of its subsidiaries Subsidiaries or any of their respective assets or property. Except as described in the Parent Filings, there are no outstanding Tax sharing agreements or other such arrangements between Parent and any of its Subsidiaries, on the one hand, and any other corporation or entity, on the other hand. Parent has not taken any knowledge that the IRS has proposed other action or knows of any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate other fact relating to the business or operations of Merger that would reasonably be expected to prevent the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable Merger from qualifying for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Intended Tax Treatment.

Tax Matters. The Company and each subsidiary has filed ------------ (a) Except as set forth on Schedule 7.9, (i) all Tax Returns which it is Taxes relating to the Management Business required to file under applicable lawsbe paid through the date hereof have been paid and all returns, declarations of estimated Tax, Tax reports, information returns and statements required to be filed in connection with the Management Business prior to the date hereof (other than those for which extensions shall have been granted prior to the date hereof) relating to any Taxes with respect to any income, properties or operations of the Management Company prior to the date hereof (collectively, "Management Company Returns") have been duly filed; (ii) as of the time of filing, the Management Company Returns correctly reflected in all such Tax material respects (and, as to any Management Company Returns are true not filed as of the date hereof, will correctly reflect in all material respects) the facts regarding the income, business, assets, operations, activities and accurate status of the Management Business and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are other information required to be shown on a Tax Returntherein; (iii) and have withheld and paid over all Taxes relating to the appropriate taxing authorities operations of the Management Business that have been shown as due and payable on the Management Company Returns have been timely paid and filed or adequate provisions made to the books and records of the Management Business; (iv) in connection with the Management Business (A) the Management Company has made provision on the Management Company Balance Sheet for all Taxes payable for any periods that end on or before the Management Company Balance Sheet Date for which it is required to withhold from amounts paid no Management Company Returns have yet been filed and for any periods that begin on or owing to any employee, stockholder, creditor or other third parties; before the Management Company Balance Sheet Date and since December 31, 1998, end after the charges, accruals and reserves for Taxes with respect Management Company Balance Sheet Date to the Company (including extent such Taxes are attributable to the portion of any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as such period ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Management Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; Balance Sheet Date and (B) provision has not agreed been made for all Taxes payable for any periods that end on or before the date hereof for which no Management Company Returns have then been filed and for any periods that begin on or before the date hereof and end after such date to or is required the extent such Taxes are attributable to make the portion of any adjustments pursuant such period ending on such date; (v) no tax liens have been filed with respect to 481 (a) any of the Internal Revenue Code assets of the Management Business, and there are no pending tax audits of any Management Company Returns relating to the Management Business; and (vi) no deficiency or addition to Taxes, interest or penalties for any Taxes relating to the operation of the Management Business has been proposed, asserted or assessed in writing (or any similar provision member of state, local any affiliated or foreign law by reason combined group of a change in accounting method initiated by which the Management Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations previous operator of the Company. The Management Business was a member for which the Management Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign lawcould be liable), (B) 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The (a) Except as disclosed on Section 2.13 of the Company Disclosure Schedule, (i) the Company and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any extension of time within which to file) all income Tax Returns which it is and other material Tax Returns required to file under applicable laws; be filed by any of them as of the date of this Agreement and all such Tax Returns tax returns are true true, correct and accurate and has been prepared complete in compliance with all applicable laws; material respects, (ii) the Company has and each of its Subsidiaries have paid all Taxes due and owing required to be paid by it or any subsidiary (whether or not such Taxes are required to be shown on a any Tax Return) and have withheld and paid over to the appropriate taxing authorities all ), except Taxes which it is required to withhold from amounts paid have not yet accrued or owing to otherwise become due or that are being contested in good faith by appropriate proceedings, (iii) as of the date of this Agreement there are not pending or, threatened in writing, any employeeaudits, stockholderexaminations, creditor investigations, claims, disputes, actions or other third parties; proceedings in respect of Taxes against the Company or any of its Subsidiaries and since December 31January 1, 19982003 no claim for the assessment or collection of any Taxes has been asserted in writing against the Company or any of its Subsidiaries that has not been settled with all amounts due having been paid, (iv) no officer responsible for Tax matters of the charges, accruals and reserves for Company has personal knowledge that any authority will propose or assess any additional material Taxes with respect to the Company or any Subsidiary (including any provisions for deferred other than Taxes incurred in the ordinary course on income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on accruing after the date hereof. No claim ), (v) neither the Company nor any of the Subsidiaries are presently the beneficiary of any extension of time within which to file any Tax Return, (vi) no written claim, or written notice of claim, has been made since January 1, 2003, by a taxing an authority in a jurisdiction where the Company does or any of the Subsidiaries do not file tax returns Tax Returns, and no officer responsible for Tax matters of the Company has personal knowledge that the Company or any subsidiary of the Subsidiaries is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to an authority in a jurisdiction where the Company or any subsidiary; of the Subsidiaries do not file Tax Returns, (vii) there are no information related to Tax matters has been requested by liens for Taxes (other than Permitted Liens) upon 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 of the assets of the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Subsidiaries, (viii) the Company and each of the Subsidiaries have delivered to Parent true, correct and complete copies of all Tax Returns, ruling requests, private letter rulings, closing agreements, settlement agreements, tax opinions, examination reports and statements of deficiencies filed or received since January 1, 2003, (ix) neither the Company nor any of the Subsidiaries have waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to any material Tax payment, assessment, deficiency or collection, (x) since January 1, 2003, neither the Company nor any of the Subsidiaries has been a member of an affiliated group of corporations within the meaning of Section 1504(a) of the Code filing a consolidated federal income Tax Return nor does the Company or any predecessor provision thereof of the Subsidiaries have any liability for Taxes of any other Person under Treasury Regulations § 1.1502-6 (or any similar provision of stateforeign, state or local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) Law), other than the consolidated group of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by which the Company or any of its subsidiaries or has any knowledge that is currently the IRS has proposed any such adjustment or change in accounting methodparent corporation, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to (xi) the business 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. The , (xii) neither the Company has not made an election under 341(f) nor any of the Internal Revenue Code. The Subsidiaries is a party to any Tax allocation, indemnity or sharing arrangement (other than agreements among the Company is and any of its Subsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not liable for relate to Taxes), (xiii) the Taxes of another person that is not a subsidiary Company and each of the Subsidiaries has disclosed to the IRS all positions taken on their federal income Tax Returns which could give rise to a substantial understatement of Tax under Section 6662 of the Code and the Company and each of the Subsidiaries have not engaged in any transaction that could give rise to a disclosure obligation as a “listed transaction” under Section 6011 of the Code and Treasury Regulations promulgated thereunder during the four (4) year period ending on the date hereof, (xiv) neither the Company nor any of the Subsidiaries has any material income or gain reportable for a taxable period ending after the Closing Date but attributable to (A) Treas. Reg. 1.1502-6 a transaction occurring in, or (B) a change in accounting method made for, a taxable period beginning prior to the Closing Date which resulted in a deferred reporting of material income or comparable gain from such transactions, a timing difference in the reporting of material income or gain between Tax and GAAP accounting methods or from such change in accounting method, (xv) neither the Company nor any of the Subsidiaries has distributed stock of another entity, and have not had its stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code, and (xvi) neither the Company nor any of the Subsidiaries are currently subject to a limitation pursuant to Section 382 or 383 of the Code or similar provisions of state, local or foreign law), other than with respect to the “ownership change” (B) 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 280G within the meaning of Section 382 of the Internal Revenue Code. For purposes of this Section 4.14:Code or a similar concept under the relevant state, local or foreign law) which occurred in 1997.

Tax Matters. The (a) Company and each subsidiary Company Subsidiary has duly filed ------------ when due (including applicable extensions granted without penalty) (i) all Tax Returns which it is required material federal and state tax returns and reports, and (ii) all material returns and reports of other Governmental Entities having jurisdiction with respect to file under applicable laws; taxes imposed upon the income, properties, revenues, operations or other assets of Company or such Company Subsidiary. Such returns or reports are true, complete and correct in all such Tax Returns are true material respects. Company and accurate and has been prepared in compliance with all applicable laws; the each Company Subsidiary has paid all Taxes due taxes and owing by it other governmental charges including all applicable interest and penalties set forth in such returns or any subsidiary reports. (whether or not such Taxes b) There 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 Company (including any provisions for deferred income taxes) reflected no Liens on the books assets of the Company are adequate to cover any Tax 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 Company Subsidiary relating to or attributable to any taxes (other than taxes not yet due and payable). All material federal, state and local taxes and other material governmental charges payable by Company or any Company Subsidiary have been paid or have been adequately accrued or reserved for on such entity's books in accordance with GAAP and banking regulations applied on a consistent basis. Until the Effective Time, Company and each Company Subsidiary shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles and banking regulations applied on a consistent basis. Neither Company nor any Company Subsidiary has received any written, or, to the Knowledge of Company, unwritten notice of a tax deficiency or assessment of additional taxes of any kind and, to the Knowledge of Company, there is no threatened claim against Company or may be subject to taxation by that jurisdiction. There are no foreignany Company Subsidiary or any basis for any such claim, for payment of any additional federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect taxes for any period prior to the 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 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 7121 date of this Agreement in excess of the Internal Revenue Code accruals or reserves provided therefor in the most recent audited financial statements provided by Company to Purchaser. (c) Neither Company nor any predecessor provision thereof Company Subsidiary has constituted a "distributing corporation" or any similar provision a "controlled corporation" in a distribution of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) stock qualifying for tax-free treatment under Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or any similar provision of state, local or foreign law by reason (ii) in a distribution which could otherwise constitute part of a change in accounting method initiated by the Company "plan" or any "series of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation related transactions" (within the meaning of 897(c)(2Section 355(e) of the Internal Revenue Code during Code) that includes the applicable period specified Merger. (d) Proper and accurate amounts have been withheld by Company and each Company Subsidiary from its employees for all periods in 897(c)(1)(A)(ii) of compliance in all material respects with the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable tax withholding provisions of stateapplicable federal, state and local or foreign law)tax laws. All material federal, (B) as a transferee or successorstate and local tax returns have been filed by Company and each Company Subsidiary for all periods for which returns were due with respect to withholding, (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 280G of the Internal Revenue Code. For purposes of this Section 4.14:social security 21

Tax Matters. The Company (a) Except as set forth on Schedule 3.13: the Issuer, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file have filed under applicable lawsApplicable Law, except where the failure to do so would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawsApplicable Law; the Company has Issuer, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Issuer, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or agreement to extend the Company (including time with respect to any provisions material Tax assessment or deficiency; to the extent required by GAAP, the accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company Issuer and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, neither the Issuer nor any of its Subsidiaries have incurred any material liability for Taxes other than in the ordinary course of business; the federal income Tax Returns of the Issuer and its Subsidiaries have been made by a taxing authority in a jurisdiction where audited and closed for all tax years through 1998; to the Company does not file tax returns that knowledge of the Company Issuer or any subsidiary is or may be subject to taxation by that jurisdiction. There are its Subsidiaries, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Issuer, any Subsidiary or any subsidiaryAffiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary Issuer from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims raised by any such taxing authority concerning the CompanyIssuer's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company As of the date of organization and each subsidiary has filed ------------ at all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and times thereafter, the Business has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required continues to be shown on a Tax Return) and have withheld and paid over to corporation within 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 meaning of the Internal Revenue Code or any predecessor provision thereof or any similar provision of 1986, as amended (the “Code”). Except as described on Schedule 5.8, the Business, as of the date hereof, has timely and accurately filed all federal, state, foreign and local tax returns and reports required to be filed by it prior to such date, and has timely and accurately paid or foreign made adequate provision on its Financial Statements for all taxes shown to be owing thereon, and will continue to do so through the Effective Date. The Business has collected or withheld all amounts required to be collected or withheld by it for any taxes and all such amounts has been paid to the appropriate governmental agencies or reserved for future payment when due. There are, and on the Effective Date will be, no due and unpaid taxes, additions to tax, penalties, or interest payable by the Business or by any other entity that are or could become a lien on any asset, or otherwise adversely affect the business, properties or financial condition, of the Business. Unpaid taxes not yet due will be accrued on the Business’ books as of the Effective Date. The Business is in compliance with, and its records contain all information and documents necessary to comply with, all applicable information reporting and tax withholding requirements. The balance sheet contained in the Financial Statements fully and properly reflects, as of the date thereof, the liabilities of the Business for all accrued taxes, additions to tax, penalties and interest. The Business is not, nor will it become, subject to any additional taxes, interest, penalties or other similar charges as a result of filing or failing to file timely or accurately, as required by applicable law; , any tax return or to pay timely any amount required to be paid with respect thereto, including, without limitation, any such taxes, interest, penalties or charges resulting from the obtaining of an extension of time to file any return or to pay any tax. No assessments or notices of deficiency or other communications have been received by the Business with respect to any such return. There are no agreements between the Business and (B) any taxing authority, including, without limitation, the Internal Revenue Service, waiving or extending any statute of limitations with respect to any tax return, and it has not agreed filed a consent under Section 341(f) of the Code. The Business is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code. The Shareholder is not a “foreign person” for purposes of Section 1445 of the Code. None of the transactions contemplated hereby will result in any of the Business making or is being required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change “excess parachute payment” as that term is defined 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 § 280G of the Internal Revenue Code. For purposes of this Section 4.14:Purchaser hereby acknowledges that the 2006 tax return has yet to be filed, but Seller agrees that such tax return will be filed as soon as practicable after the Closing Date. Any taxes, interest and penalties due thereon for 2006 will be paid by Seller.

Tax Matters. (a) The Company and each subsidiary of its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax (as defined below) purposes of which the Company or any of its subsidiaries is or has been a member, have properly completed and timely filed ------------ all Tax Returns which it is (as defined below) required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all be filed by them. All Taxes due and owing by it the Company or any subsidiary of the Company (whether or not such Taxes are required to be shown on a return) have been paid and adequate reserves are provided in the Company's financial statements for Taxes owing but not yet due. There is (i) no material claim for Taxes that is a lien (as herein defined) against the property of the Company or any or its subsidiaries or is being asserted against the Company or any of its subsidiaries other than liens for Taxes not yet due and payable, (ii) no audit of any Tax ReturnReturn of the Company or of any of its subsidiaries is presently being conducted by a Tax Authority (as defined below) and have withheld and paid over (iii) no extension of the statute of limitations on the assessment of any Taxes granted by the Company or any of its subsidiaries is currently in effect. Neither the Company nor any of its subsidiaries is a party to any agreement, contract or arrangement that may result in the payment of any amount that would not be deductible by reason of Section 280G or Section 404 of the Code or similar provisions under other Tax Laws. Neither the Company nor any of its subsidiaries has been or will be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the appropriate taxing authorities all Taxes Merger. Neither the Company nor any of its subsidiaries has filed or will file any consent to have the provisions of paragraph 341(f)(2) of the Code (or comparable provisions of any state Tax laws) apply to the Company or any of its subsidiaries. Neither the Company nor any subsidiary of the Company is a party to any Tax sharing or Tax allocation agreement nor does the Company or any subsidiary have any liability or potential liability to another party under any such agreement. The Company has not ever been a member of a consolidated, combined or unitary group of which it is the Company was not the ultimate parent corporation. All monies that the Company and its subsidiaries are required by law to withhold from in connection with amounts paid or owing to any employee, stockholder, creditor or other third parties; person have been withheld and since December 31, 1998, the charges, accruals and reserves for Taxes with respect either timely paid to the Company (including any provisions proper Tax Authority, or, if not yet due, set aside in accounts for deferred income taxes) reflected such purposes and accrued on the books of the Company and any subsidiary, as applicable. Neither the Company nor any of its subsidiaries are adequate aware of any investigation pending, threatened, or likely to cover be commenced by any Tax 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 Authority for any jurisdiction where the Company does and its subsidiaries do not file tax returns Tax Returns with respect to a given Tax that may lead to an assertion by such Tax Authority that the Company or any subsidiary is or may be subject to taxation by that such Tax in such jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary none of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions and its subsidiaries is aware 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 sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to meritorious basis for such an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:investigation.

Tax Matters. The Company and each subsidiary of its Affiliates has made and timely filed ------------ all United States federal income Tax Returns which it is and all foreign income Tax Returns and all other material Tax Returns required to file under be filed by it, and each such Tax Return has been prepared in material compliance with all applicable laws; Laws, and all such Tax Returns are true and accurate in all material respects. Except and has been prepared in compliance with all applicable laws; only to the extent that the Company or any of its Affiliates, as the case may be, has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported Taxes, the Company and each of its Affiliates has timely paid all Taxes shown or determined to be due on such Tax Returns, except those being contested in good faith, and owing by it the Company and each of its Affiliates has set aside on its books provision reasonably adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid Taxes of the Company or any subsidiary (whether or not such Taxes are required of its Affiliates in any material amount claimed to be shown on a Tax Return) due by the taxing authority of any jurisdiction, and, to the Knowledge of the Company, no basis for any such claim. The Company and have each of its Affiliates has withheld and paid over all Taxes to the appropriate taxing authorities all Taxes which it is Governmental Authority required to withhold from have been withheld and paid in connection with 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdictionPerson. There are is no foreignProceeding or Claim for refund now in progress, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted threatened against or with respect to the Company or any subsidiary; no information related of its Affiliates, in each case, regarding Taxes. Neither the Company nor any of its Affiliates has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax matters assessment or deficiency, in each case, that is still in effect, or has been requested by pending a request for any foreign, federal, state such extension or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or waiver. Neither the Company nor any of its Affiliates has entered into any “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(b)(2). Neither the Company nor any of its Affiliates has liability for the Taxes of any person other review has been received by than the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company of its Affiliates under Treasury Regulations section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; ). Neither the Company nor any of its Affiliates is party to, bound by or has any obligation under any Tax allocation, Tax sharing, Tax indemnity or similar agreement, arrangement or understanding (other than any agreement, arrangement or understanding solely among the Company and (B) has not agreed its Affiliates). Neither the Company nor any of its Affiliates is currently subject to or is required to make any adjustments pursuant to 481 (a) a section 382 limitation, as defined in section 382 of the Internal Revenue Code Code, with respect to any of its Tax attributes. The representation made in the previous sentence will be true immediately after the end of the Closing Date. The aggregate amount of the net operating loss carryovers for United States federal income tax purposes of the Company and its Affiliates as of December 31, 2011 equals or any similar provision exceeds $88,830,601 and as of stateDecember 31, local or foreign law by reason of a change 2012, as currently estimated in accounting method initiated good faith by the Company (but subject to future adjustment), equals or any of its subsidiaries or has any knowledge that exceeds $86,051,682, and Schedule 5.13 attached hereto sets forth the IRS has proposed any dates on which such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations net operating loss carryforwards expire. The aggregate amount of the Company. The Company has not been a net capital loss carryovers for United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary federal income tax purposes of the Company under and its Affiliates as of December 31, 2011 equals or exceeds $41,251,297 and as of December 31, 2012, as currently estimated in good faith by the Company (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign lawbut subject to future adjustment), (B) as a transferee equals or successorexceeds $58,892,311, (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 280G of and Schedule 5.13 attached hereto sets forth the Internal Revenue Code. For purposes of this Section 4.14:dates on which such net capital loss carryforwards expire.

Tax Matters. The Company Except in each case where noncompliance would not have a material adverse effect on Avicena, Avicena (i) has timely and each subsidiary has properly filed ------------ or caused to be filed all Tax Returns tax returns which it is required to file under applicable laws; by any jurisdiction to which it is or has been subject, and all such Tax Returns tax returns are true true, correct and accurate and complete, (ii) has been prepared timely paid or caused to be paid in compliance with full all applicable laws; the Company has paid all Taxes taxes which are or have become due and owing by it payable to all taxing authorities with respect to such returns and period, (iii) has made or any subsidiary (whether or not such Taxes are caused to be made all withholdings of taxes required to be shown on a Tax Return) made by it, and such withholdings have withheld and either been paid over to the appropriate taxing authorities governmental agency or set aside in appropriate accounts for such purpose, and (iv) has otherwise satisfied, in all Taxes which it is required to withhold from amounts paid or owing to any employeematerial respects, stockholder, creditor or other third parties; all applicable laws and since December 31, 1998, the charges, accruals and reserves for Taxes agreements with respect to the Company (including any provisions for deferred income taxes) reflected on the books filing of the Company are adequate to cover any Tax 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 and the Company payment of taxes. Avicena will timely and properly file or any subsidiary cause to be filed all material tax returns which it is or may will be subject required to taxation file on or before the Closing Date, all such tax returns will be true and correct and complete in all respects, and will pay or cause to be paid in full when due all taxes, if any, which become due and payable pursuant to such returns or assessments received by that jurisdictionit on or before the Closing Date. All liabilities in respect of Avicena’s tax returns have been finally determined for all taxable years up to and including the taxable year ending December 31, 2003. There are no foreignunassessed tax deficiencies or adjustments to taxable income proposed or threatened against Avicena, federalnor are there any agreements, state waivers, or local tax audits or administrative or judicial proceedings pending or being conducted other arrangements providing for extension of time with respect to the Company assessment or collection of any tax against Avicena, nor are there any agreements, waivers, or other arrangements providing for extension of time with respect to the assessment or collection of any tax against Avicena or any subsidiary; no information related actions, suits, proceedings, investigations or claims now pending against Avicena with respect to Tax matters has been requested by any foreigntax, or any matter under discussion with any 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 relating 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:taxes.

Tax Matters. The Company Except as set forth on Schedule 3.22, (i) each Company, each Subsidiary and each subsidiary has Seller have filed ------------ (or caused to be filed) in a timely manner, all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true federal, state, local and accurate foreign returns, reports, statements and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are forms required to be shown on a Tax Return) and have withheld and paid over to filed under 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, 1998Code, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue PR Code or any predecessor provision thereof or any similar provision of applicable state, local or foreign lawtax laws (the "Tax Returns") and such Tax Returns are true, complete and correct in all material respects; (ii) each Company and each Subsidiary (Band Canadian Seller) have paid (or the Seller Group of which such entity is or was a member has not agreed paid) all Taxes that have been incurred or are due and for which each Company and each Subsidiary (and Canadian Seller) could be liable whether to taxing authorities or to third parties; (iii) there is required to make any adjustments pursuant to 481 (a) no outstanding agreement, waiver or consent providing for an extension of the Internal Revenue Code statutory period of limitations with respect to any Taxes or Tax Returns of any Company or any similar provision Subsidiary (and Canadian Seller) and no power of attorney granted by any Company or any Subsidiary or any Seller Group with respect to any tax matter is currently in force; (iv) no tax liens (except for liens for Taxes not yet due) have been filed and there is no action, suit, proceeding, investigation, audit or claim now pending against any Company or any Subsidiary (or Canadian Seller) with respect to any Tax, or with respect to which any Company or any Subsidiary (or Canadian Seller) could be severally liable under Treasury Regulation Section 1.1502-6 or any comparable state, local or foreign law tax provisions; (v) each Company and each Subsidiary (and Canadian Seller) has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and is not liable for any Taxes for failure to comply with such laws, rules and regulations, (vi) no Company or Subsidiary is a party to or is otherwise bound by any agreement or understanding providing for the allocation or sharing of Taxes or has any obligation or liability under any such agreement or understanding to which it was once a party or otherwise bound; (vii) no Company or Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the such Company or any such Subsidiary and to the Knowledge of its subsidiaries or Sellers, the Internal Revenue Service has any knowledge that the IRS has not proposed any such adjustment or change in accounting method; (viii) no Company or Subsidiary has filed with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, or has any application pending with any taxing authority requesting permission state and/or local tax statutes for any changes in accounting methods that relate to the business tax year ended after December 31, 1995; (ix) no Company or operations Subsidiary has filed any agreement or consent under Section 341(f) of the Company. The Code; and (x) no property of any Transferred Company has not been a organized in the United States real property holding corporation is "tax-exempt use property" within the meaning of 897(c)(2Section 168(h) of the Code nor property that Buyer will be required to treat as being owned by another person pursuant to Section 168(f)(8) of the Internal Revenue Code during of 1954, as amended and in effect immediately prior to the applicable period specified in 897(c)(1)(A)(iienactment of the Tax Reform Act of 1986. Schedule 3.22 contains a list of any federal income tax audits of USI that were concluded by the Internal Revenue Service with respect to Taxes of any Transferred Company within three years of the date of this Agreement. US Seller is not a "foreign person" within the meaning of Section 1445(b)(2) of the Internal Revenue Code. The Company has not made Code and will furnish an election under 341(f) affidavit of this status substantially in the form of Exhibit E. None of the Internal Revenue CodePurchased Assets are located in either (A) Ontario and subject to Ontario Retail Sales Act or (B) British Columbia and subject to British Columbia Social Service Tax. The Company is not liable for the Taxes of another person that Canadian Seller is not a subsidiary non-resident of Canada for purposes of the Company under Income Tax Act (A) TreasCanada). Reg. 1.1502-6 (or comparable provisions Canadian Seller is registered within the meaning 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 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 280G Part IX of the Internal Revenue Code. For purposes Excise Tax Act (Canada) and Chapter VIII of this Section 4.14:An Act Representing the Quebec Sales Tax and its registration numbers are as follows: Federal Business Number 125343822 and Quebec Business Number (NEQ) 1144025427 and MRQ Identification Number 1003856662 TQ0001.*

Tax Matters. The Company (a) Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (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 authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject and its Subsidiaries have been audited and closed for all tax years through 1998; to taxation by that jurisdiction. There are the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiaryAffiliated Group; 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 ; and there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. (a) The Company and each subsidiary has of its subsidiaries have (i) filed ------------ all material Tax Returns which it is (as hereinafter defined) required to file under applicable laws; be filed by them (taking into account extensions) and all such Tax Returns are true were true, correct and accurate and has been prepared complete in compliance with all applicable laws; the Company has material respects, (ii) paid or provided adequate reserves for all material Taxes due and owing by it or any subsidiary (whether or not such Taxes are required shown to be shown due on such Returns or which are otherwise due and payable and (iii) paid or provided adequate reserves for all material Taxes for which a Tax Return) notice of assessment or collection has been received. Neither the Internal Revenue Service nor any other taxing authority has asserted in writing any claim for Taxes, or to the Company's knowledge, is threatening to assert any claims for Taxes, against the Company or any of its subsidiaries. The Company and each of its subsidiaries have withheld or collected and paid over to the appropriate taxing governmental, administrative or regulatory bodies or authorities (or are properly holding for such payment) all material Taxes which it is required by law to withhold from amounts paid be withheld or owing collected. There are no outstanding contracts, undertakings or agreements extending or waiving the statutory period of limitation applicable 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 Company (including any provisions for deferred income taxes) reflected on the books material Tax Return of the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has made an election under Section 341(f) of the Code. There are adequate to cover any Tax liabilities no Liens for Taxes upon the assets of the Company if or any of its current tax year were treated as ending on subsidiaries, other than Liens for Taxes that are not yet due, Liens that are being contested in good faith in accordance with applicable law and disclosed in Section 3.14(a) of the date hereofCompany Disclosure Schedule (and for which adequate reserves have been provided) and Liens which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (ii) has any liability for the Taxes of any Person, including under Treasury Regulation Section 1.1502-6 or analogous state, local or foreign law for any Taxes, other than for Taxes of the Company or its subsidiaries or (iii) is a party to, is bound by or has any obligation under a Tax sharing or Tax indemnity contract, undertaking, or agreement or any other contract of a similar nature with any entity other than the Company or any of its subsidiaries that remains in effect. No claim has been made in writing by a taxing authority in a jurisdiction where the Company or any of its subsidiaries does not file tax returns Tax Returns that the Company or any subsidiary of its subsidiaries is or may be subject to taxation by that jurisdiction. There are no foreignjurisdiction where such claim, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect if determined adversely to the Company or any such subsidiary; no information related to Tax matters has been requested by any foreign, federalwould, state individually or local taxing authority; andin the aggregate, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by have a Material Adverse Effect. Neither the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries is the subject of any currently ongoing audit or examination with respect to Taxes, nor, to the Company's knowledge, has any knowledge that the IRS has such audit been threatened or proposed any such adjustment or change in accounting method, or has any application pending with by any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:authority.

Tax Matters. The Company Seller, and each subsidiary of its Affiliates has timely filed ------------ (taking into account any applicable extensions) all applicable Tax Returns and reports for all years and periods for which such returns and reports were due to be filed by it is required prior to file under applicable laws; all the Closing Date. Each of such Tax Returns are true as filed was correct and accurate complete. Seller and each of its Affiliates has not been prepared and is not currently the subject of an audit, other examination, matter in compliance with all applicable laws; the Company has paid all Taxes due and 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 employeecontroversy, stockholderproposed adjustment, creditor refund litigation or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes proceeding with respect to Taxes by the Company (including Tax authorities of any provisions for deferred income taxes) reflected on the books nation, province, state or locality or other governmental authority, nor has Seller or any of the Company are adequate to cover its Affiliates received any notices from any Tax 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 relating to any such issue or any subsidiary is or may be subject to taxation by that jurisdictionpotential issue. There are no foreignliens for Taxes upon the Assets or properties of Seller, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries Affiliates or has the Business except for statutory liens for current Taxes not yet due. Neither Seller nor any knowledge that of its Affiliates has, as of the IRS has proposed date hereof, entered into an agreement or waiver extending any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate statute of limitations relating to the business payment or operations collection of Taxes. Seller and each of its Affiliates has timely paid all Taxes and Tax liabilities in respect of periods prior to the Companydate hereof and has accrued on its financial statement an amount necessary to pay in full all unpaid Taxes. The Company Seller and each of its Affiliates has not complied with all applicable Tax Laws. Seller is, and has been since its formation, a United States real property holding C corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 federal and state income 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 280G of the Internal Revenue Codepurposes. For purposes of this Section 4.14:Agreement, (i) “Tax” or “Taxes” means any federal, state, provincial, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative minimum or other tax of any kind whatsoever, including without limitation, any interest, penalty or addition thereto, whether disputed or not, and (ii) “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including without limitation, any schedule or attachment thereto, and including, without limitation, any amendment thereof.

Tax Matters. The Company and each subsidiary of its Subsidiaries has (i) timely filed ------------ all material foreign, U.S. federal, state and local Tax Returns which it is that are or were required to file under applicable laws; be filed, and all such Tax Returns are true true, correct and accurate complete in all material respects, (ii) paid all material Taxes required to be paid by it and has any other material assessment, fine or penalty levied against it, whether or not shown or determined to be due on such Tax Returns, other than any such amounts (x) currently payable without penalty or interest, or (y) being contested in good faith by appropriate proceedings and for which adequate reserves have been prepared established in compliance accordance with GAAP; (iii) timely withheld, collected or deposited as the case may be all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by it, and to the extent required, have been paid to the relevant taxing authority in accordance with applicable Law; and (iv) complied with all applicable laws; information reporting requirements in all material respects. Neither the Company has paid all Taxes due and owing by it or nor any subsidiary Subsidiary (whether or not such Taxes are required to be shown on a Tax Returni) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing subject to any employeeoutstanding audit, stockholderassessment, creditor dispute or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including claim concerning any provisions for deferred income taxes) reflected on the books material Tax liability of the Company are adequate or any of its Subsidiaries either within the Company’s Knowledge or claimed, pending or raised by an authority in writing; (ii) is a party to, bound by or otherwise subject to cover any obligation under any Tax liabilities of sharing or Tax indemnity agreement or similar contract or arrangement (other than an agreement, similar contract or arrangement to which only the Company if and its current tax year were treated Subsidiaries are parties); (iii) has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011- 4(b)(2); or (iv) has any liability for Taxes of any Person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign Law, or as ending on the date hereofa transferee or successor, by contract, or otherwise. No claim has been made by a taxing tax authority in a jurisdiction where the Company or any Subsidiary does not pay Taxes or file tax returns Tax Returns asserting that the Company or any subsidiary Subsidiary is or may be subject to taxation Taxes assessed by that such jurisdiction. There are no foreignNeither the Company nor any Subsidiary will be required to include any item of income in, federalor exclude any item of deduction from, state taxable income for any period (or local tax audits any portion thereof) ending after the Closing as a result of any: (1) installment sale or administrative other open transaction disposition made on or judicial proceedings pending or being conducted with respect prior to the Company Closing; (2) prepaid amount received on or prior to the Closing; (3) written and legally binding agreement with a Governmental Entity relating to taxes for any subsidiarytaxable period ending on or before the Closing; no information related to Tax matters has been requested by (4) change in method of accounting in any foreign, federal, state taxable period ending on or local taxing authoritybefore the Closing; 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (A5) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (aelection under Section 108(i) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Seller, ODM and each subsidiary has OTC have heretofore delivered to Purchaser true, complete and correct copies of the Federal, state and local tax returns filed ------------ by Seller for the year ended February 28, 1997, and in the case of ODM, all Tax Returns which it is returns or statements required by the Mexican Federal, state and local governmental authorities, for the two (2) taxable years of ODM ended December 31, 1995 and 1996, any statement of audit adjustments applicable thereto and all Federal, state and local returns (and the Mexican equivalent thereof) of estimated taxes filed during 1996 and 1997. Seller and ODM have duly and timely filed all federal, state, local and other tax and information returns (and the Mexican equivalent thereof) required to file under applicable laws; be filed with regard to any income, sales, use, gross receipts, property, employment and other taxes, charges, levies or other assessments related to the Business, the Acquired Assets and/or ODM's assets, and have duly paid in full or made adequate provision for all taxes and other charges shown as due on such Tax Returns are true and accurate and has returns or which otherwise have been prepared in compliance with all applicable laws; accrued or have become due prior to the Company has paid all Taxes due and owing by it or any subsidiary (date hereof whether or not shown on any such Taxes return. Neither Seller nor ODM have received any written notice of any claim or claims for additional taxes which are required claimed to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which due from 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federalFederal, state or local taxing authority; andauthority in the United States or Mexico, except as disclosed above, no written notice indicating an intent or foreign taxing authorities in connection with such reports or returns or with respect to open an audit the organization or operation of Seller's or ODM's business. Seller has not filed any "S" Corporation or other review consents or elections under the Code, other than such consents and elections, if any, reflected in the tax reports and returns furnished to Purchaser. There are no liens for Federal, state or local taxes in the United States or Mexico, or foreign taxes, assessments or government charges or levies upon any of either Seller's or ODM's properties or assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any income tax or other return of Seller or ODM for any period and there are not, nor have there been, any audits of Seller or ODM by any Federal, state or local governmental tax authority in the United States or Mexico and no notice of any audit has been received by the Company either Seller or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:ODM.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or Company, 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 Company (including any provisions for deferred income taxes) reflected on the books predecessor of the Company are adequate to cover and all members of any Tax liabilities affiliated group 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 corporations of which the Company or any subsidiary such predecessor corporation is or may has been a member, have duly filed all tax returns and reports required to be subject to taxation filed by that jurisdiction. There are no foreignthem, including all federal, state state, local and foreign income tax returns and reports, and have timely paid all taxes shown as due on such returns and reports (except where failures to file such returns and reports or local tax audits or administrative or judicial proceedings pending or being conducted with respect failures to pay such taxes would not have a Material Adverse Effect on the Company, any predecessor of the 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 authoritysuch member). There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; All such returns and (B) has not agreed to or is reports required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change have been filed are complete and accurate 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Companyall material respects. The Company has not made adequate provision, in conformity with GAAP, for the payment of all taxes of the Company or such Subsidiary, as the case may be, existing as of the Effective Date for all periods ending on or prior to the date of the Balance Sheet. Except as reflected on Schedule 3.17 of the Company Disclosure Letter, the consolidated federal income tax returns of the Company (and any predecessor of the Company) have been a United States real property holding corporation within the meaning of 897(c)(2) of examined by the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) Service. Except as set forth on Schedule 3.17 of the Internal Revenue Code. The Company Disclosure Letter neither the Company, any predecessor of the Company, nor any Subsidiary (i) has not made an election waived any statute of limitations, (ii) has filed a statement under Section 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (Diii) otherwise. The Company is not a party to any tax sharing agreement. The Except as set forth on Schedule 3.17 of the Company has Disclosure Letter, (i) the state income tax returns of the Company, any predecessor of the Company and all Subsidiaries and the federal income tax returns of all Subsidiaries have been examined by the appropriate taxing authority, (ii) there is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened in writing with respect to taxes of the Company, any predecessor of the Company or any Subsidiary, (iii) there are no liens for taxes upon the assets of the Company or any Subsidiary except liens relating to current taxes not made yet due, (iv) all taxes which the Company or any paymentspredecessor of the Company or any Subsidiary are required by law to withhold or collect for payment have been duly withheld and collected, is obligated and have been paid or accrued, reserved against and entered on the books of the Company (except where failures to make payments withhold and collect and to pay or is a party to an agreement that could obligate it to make any payments that accrue, reserve against or enter on the books of the Company would not be deductible under 280G have a Material Adverse Effect on the Company, any predecessor of the Internal Revenue CodeCompany or any Subsidiary), (v) none of the Company, any predecessor of the Company or any Subsidiary has been a member of any group of corporations filing tax returns on a consolidated, combined, unitary or similar basis other than each such group of which it is currently a member, and (vi) as a result of a change in accounting method for a tax period beginning on or before the Effective Date, none of the Company or any Subsidiary will be required to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state or local tax law) in taxable income for any tax period beginning on or after the Effective Date. For purposes Except as may be limited as a result of the transactions contemplated by this Agreement, the "regular" and "alternative minimum tax" net operating loss carryforwards of the Company and the Subsidiaries for each of the taxable years ended prior to the date of this Agreement (collectively, the "NOLs") are set forth (for each year) on Schedule 3.17 of the Company Disclosure Letter and are each available to the Company (or the applicable Subsidiary) for a period of fifteen taxable years from the end of the taxable year in which the applicable NOL was incurred. Except as may be limited as a result of the transactions contemplated by this Agreement and except as set forth on Schedule 3.17 of the Company Disclosure Letter, none of the NOLs constitute separate return limitation year ("SRLY") losses immediately prior to the Effective Date, none of the NOLs will be limited immediately prior to the Effective Date by Section 4.14:382 or 384 of the Code and regulations thereunder, and none of the NOLs constitutes "dual consolidated losses" immediately prior to the Effective Date (as defined in Section 1503 of the Code and the regulations thereunder). No transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code (relating to "FIRPTA").

Tax Matters. The Company and each subsidiary Corporation has filed ------------ all Tax Returns which it is foreign, federal, state, county and local reports and returns or extensions with respect to Taxes required to file under applicable laws; be filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are true reports and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes returns are required to be shown on a Tax Return) filed and have withheld all such reports and paid over to the appropriate taxing authorities returns are true, correct and complete in all material respects as filed. All Taxes which it is required to withhold from amounts have been paid or owing to accrued by the Corporation for any employee, stockholder, creditor tax period ended on or other third parties; and since before December 31, 19981999 have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999. Since December 31, 1999, the chargesCorporation has not incurred any liability for Taxes other than as a result of the operation of its business in the ordinary course, accruals consistent with past practice. To the Corporation's knowledge, no issues have been raised which are currently pending by the Internal Revenue Service or any other taxing authority concerning the Corporation's liability for Taxes, or the liability of any person whose liability for Taxes is determined by reference to the taxable income of the Corporation, and reserves no waivers of statutes of limitations have been given or requested with respect to the Corporation or any such person. There is no tax lien of any kind outstanding against the assets, property, or business of the Corporation. All deficiencies asserted or assessments made by the Internal Revenue Service or by any other taxing authorities with respect to Taxes with respect to the Corporation have been fully paid or are adequately provided for on the Audited Balance Sheet as of December 31, 1999 and no proposed (but unassessed) additional Taxes have been asserted and the Corporation does not know of any set of circumstances which exists that could give rise to any claim for Taxes with respect to any period ending on or before the Company (including any provisions for deferred income taxes) reflected on the books Closing Date. Since January 1, 1997, there have been no audits of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being Corporation conducted with respect to the 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 material unresolved questions or claims concerning the Company's Tax liabilityInternal Revenue Service. The Company Corporation: (Ai) has not executed or entered into elected to be treated as a closing agreement collapsible corporation pursuant to 7121 Section 341(f) of the Internal Revenue Code; and (ii) has not made any other elections pursuant to the Code (other than elections that relate solely to matters of accounting, depreciation, or amortization) that would have a Material Adverse Effect. The Corporation has not made any predecessor provision thereof material payments, is not obligated to make any material payments and is not a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Section 280G of the Code. The Corporation is not a party to any tax allocation or sharing agreement. The Corporation (i) has not been a member of an affiliated group filing a consolidated federal income tax return (other than a group the common parent of which was the Corporation), and (ii) does not have any liability for the Taxes of any entity (other than the Corporation) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of statelocal, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company (a) Except as set forth in the Sunrise Financial Statements, the Sunrise Disclosure Letter, or the STC SEC Documents, (i) Sunrise and each subsidiary has of its subsidiaries have timely filed ------------ with the appropriate taxing authorities all material Tax Returns which it is required to be filed through the date hereof and will timely file any such material Tax Returns required to be filed on or prior to the Closing Date (except those under applicable laws; valid extension) and all such Tax Returns are and will be true and accurate and has been prepared correct in compliance with all applicable laws; the Company has paid material respects, (ii) all Taxes of Sunrise and each of its subsidiaries shown to be due and owing by it on the Tax Returns described in clause (i) above have been or any subsidiary will be timely paid or adequately reserved for in accordance with GAAP (whether or not except to the extent such Taxes are required being contested in good faith), (iii) no material deficiencies for any Taxes have been proposed, asserted, or assessed against Sunrise or any of its subsidiaries that have not been fully paid or adequately provided for in the appropriate financial statements of Sunrise and its subsidiaries, and no power of attorney in respect of any Taxes has been executed or filed with any taxing authority and no material issues relating to be shown Taxes have been raised in writing by any Governmental Entity during any presently pending audit or examination, (iv) Sunrise and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation in respect of the Tax Returns have been given by or requested in writing from Sunrise or any of its subsidiaries, (v) there are no material liens for Taxes (other than for Taxes not yet due and payable) on any assets of Sunrise or any of its subsidiaries, (vi) neither Sunrise nor any of its subsidiaries is a Tax Returnparty to or bound by (nor will any of them become a party to or bound by) and have withheld and paid over any tax indemnity, tax sharing, tax allocation agreement, or similar agreement, arrangement, or practice in respect of Taxes, (vii) neither Sunrise nor any of its subsidiaries has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, other than the affiliated group of which Sunrise is the common parent, (viii) neither Sunrise nor any of its subsidiaries has filed a consent pursuant 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 Company (including any collapsible corporation provisions for deferred income taxesof Section 341(f) reflected on the books of the Company are adequate to cover any Tax 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 Code (or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, corresponding provision of state or local tax audits Law) or administrative or judicial proceedings pending or being conducted with respect agreed to have Section 341(f)(2) of the Company Code (or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, corresponding provisions of state or local taxing authority; and, except as disclosed above, no written notice indicating an intent Law) apply to open an audit or other review has been received any disposition of any asset owned by the Company Sunrise or any subsidiary from of its subsidiaries, as the case may be, (ix) neither Sunrise nor any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) of its subsidiaries has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or make, nor is any required to make make, any adjustments pursuant to 481 (aadjustment under Section 481(a) of the Internal Revenue Code or any similar provision of state, local local, or foreign law Law by reason of a change in accounting method initiated or otherwise, (x) Sunrise and its subsidiaries have complied in all material respects with all applicable Laws relating to withholding of Taxes, and (xi) no property owned by the Company Sunrise or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate (A) is property required to be treated as being owned by another person pursuant to the business or operations provisions of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2Section 168(f)(8) of the Internal Revenue Code during of 1954, as amended and in effect immediately prior to the applicable period specified in 897(c)(1)(A)(iienactment of the Tax Reform Act of 1986; (B) constitutes "tax exempt use property" within the meaning of Section 168(h)(l) of the Internal Revenue Code. The Company has not made an election under 341(f; or (C) is tax exempt bond financed property within the meaning of Section 168(g) 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company (a) Except as set forth on the attached Taxes Schedule: the Issuer, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file have filed under applicable lawsApplicable Law, except where the failure to do so would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawsApplicable Law; the Company has Issuer, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (whether or not such Taxes are required to be shown on a Tax Return) in all material respects and have withheld and paid over to the appropriate taxing authorities authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Issuer, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group have outstanding any waiver of any statute of limitations with respect to any material Taxes or agreement to extend the Company (including time with respect to any provisions material Tax assessment or deficiency; to the extent required by GAAP, the accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company Issuer and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, neither the Issuer nor any of its Subsidiaries have incurred any material liability for Taxes other than in the ordinary course of business; the federal income Tax Returns of the Issuer and its Subsidiaries have been made by a taxing authority in a jurisdiction where audited and closed for all tax years through 1998; to the Company does not file tax returns that knowledge of the Company Issuer or any subsidiary is or may be subject to taxation by that jurisdiction. There are its Subsidiaries, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Issuer, any Subsidiary or any subsidiaryAffiliated Group; except with respect to such audits or proceedings, to the knowledge of the Issuer or its Subsidiaries, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary Issuer from any foreign, federal, state or local taxing authority. There ; and there are no material unresolved questions or claims raised by any such taxing authority concerning the CompanyIssuer's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has filed ------------ all All Tax Returns which it is required to file under be filed by or on behalf of the Company with any Governmental Body before the date hereof (the “Tax Returns”): (i) have been or will be filed on or before the applicable lawsdue date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all such Tax Returns are true and accurate and has been prepared material respects in compliance with all applicable lawsLegal Requirements; and (iii) have been provided or made available to PNCR. All Taxes owed by the Company has have been withheld and paid all Taxes due and owing by it or any subsidiary (when due, whether or not such Taxes amounts are required to be shown on a any Tax Returns. The Company Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in their respective books and records. No Tax Return is currently under examination or audit by any Governmental Body. No claim or Legal Proceeding is pending or has been threatened against or with respect to the Company in respect of any Tax. There are no unsatisfied Liabilities for Taxes, including Liabilities for interest, additions to tax and penalties thereon and related expenses, with respect to which any notice of deficiency or similar document has been received by the Company (other than Liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established). There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) and have to pay any Tax. The Company has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, creditor or other third parties; party, and since December 31, 1998, the charges, accruals all forms and reserves for Taxes statements required with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has thereto have 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; properly completed and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:timely filed.

Tax Matters. The Company has prepared and each subsidiary has timely filed ------------ (including extensions that have been duly perfected) all Tax Returns which it is income tax returns and all other tax returns required to file under applicable laws; be filed by it and all such Tax Returns are true tax returns were true, correct and accurate and has been prepared complete in compliance with all applicable laws; the material respects. The Company has paid all Taxes taxes due and 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 any tax return as due). As of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid date of this Agreement, there are not pending or owing to threatened in writing, any employeeaudits, stockholderexaminations, creditor investigations or other third parties; proceedings in respect of U.S. federal income or other material tax matters. The Company’s presentation of its deferred tax assets and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected tax liabilities on the books its Financial Statements is accurate in all material respects. The sum of accrued but unpaid taxes of the Company are adequate to cover any Tax liabilities did not, as of the Company if its current tax year were treated as ending Base Balance Sheet Date, exceed the reserve of taxes set forth on the date hereof. No claim has been made by a taxing authority in a jurisdiction where face of the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 authoritymost recent financial statements. There are no 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 7121 liens for taxes on any of the Internal Revenue Code assets of the Company or Company Subsidiaries. None of the Company or any predecessor provision thereof of the Company Subsidiaries 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 similar provision of state, local or foreign law; Law). The Company and (B) each Company Subsidiary is, and has not agreed to or is required to make been since the date of its formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any adjustments Company Subsidiary has elected pursuant to 481 (athe Code to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company and each Company Subsidiary has not made an election participated in any “listed transactions” as defined under 341(fTreasury Regulations § 1.6011-4(b)(2) of the Internal Revenue Code(or otherwise participated in, or advised on, any transaction that required disclosure to a taxing authority to reduce or eliminate tax, interest or penalties). The Company is not liable for the Taxes of another person that is not a subsidiary Each of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions and the Company Subsidiaries has complied with all applicable Laws related to the payment and withholding 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 material Taxes and has duly and timey paid over to any tax sharing agreement. The Company has not made any payments, is obligated the appropriate taxing authorities all material amounts required to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:so withheld and paid over.

Tax Matters. The Except as disclosed on SCHEDULE 4.17, the Company and each subsidiary has (i) duly filed ------------ all Tax Returns which it is required to file under be filed by or with respect to it with the IRS or other applicable laws; all such taxing authority (other than Tax Returns are true and accurate and has been prepared where a failure to file would not be, in compliance with all applicable laws; the Company has aggregate, material), (ii) paid all Taxes due and owing due, or claimed by it or any subsidiary (whether or not such Taxes are required taxing authority to be shown due, from or with respect to it (other than Taxes where a failure to pay would not, in the aggregate, be material), except Taxes that are being contested in good faith and for which adequate reserves have been set aside as disclosed on a SCHEDULE 4.17, and (iii) made all material deposits required with respect to Taxes. All Tax Return) Returns referred to in the preceding sentence were, and have withheld in the case of Tax Returns not yet filed, will be, true, correct and paid over to complete when filed in all material respects. All material Taxes that the appropriate taxing authorities all Taxes which it Company is or was required to withhold from amounts paid or owing to any employeecollect have been duly withheld or collected, stockholderincluding, creditor or other third parties; without limitation, all employment related Taxes and since December 31withholdings, 1998and, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on extent required, have been or will be timely paid to the books proper Governmental Authority. To the knowledge of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim and Transferor, there has been made no issue raised or adjustment proposed (and none is pending) by a the IRS or any other taxing authority in a jurisdiction where connection with any Tax Returns of the Company does not file tax returns that the Company Company. No waiver or extension of any subsidiary is or may be subject statute of limitations as to taxation by that jurisdiction. There are no foreign, any federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) tax matter has not agreed to been given by or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of requested from the Company. The Company has not been filed a United States real consent under Section 341(f) of the Code. There are no tax liens upon any of the properties or assets of the Company, other than liens for Taxes not yet due and payable. None of the property holding corporation of the Company (i) is "tax- exempt use property" within the meaning of 897(c)(2Section 168(h) of the Code, (ii) is subject to a tax benefit transfer lease subject to the provisions of former Section 168(f)(8) of the Internal Revenue Code during of 1954, or (iii) secures any debt the applicable interest on which is exempt from income Tax under Section 103 of the Code. The charges, accruals and reserves with respect to Taxes on the books of the Company (excluding any provision for deferred income Taxes established to reflect timing differences between book and tax income) for all tax periods (or portions thereof) ending on or before the Closing Date (including any period specified for which no Tax Return has yet been filed) are adequate in 897(c)(1)(A)(iiall material respects. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement. Except as set forth on SCHEDULE 4.17, the Company has not (i) applied for any tax ruling, (ii) entered into a closing agreement with any taxing authority, (iii) filed an election under Section 338(g) or Section 338(h)(10) of the Internal Revenue Code or (iv) been a party to any agreement or arrangement that would result in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code. The Company has , or the payment of any compensation that is not made an election deductible under 341(fSection 162(m) of the Internal Revenue Code. The Company is not, and has not liable for been, a "United States real property holding corporation" within the Taxes meaning of another person that is not a subsidiary Section 897 of the Company under (A) Treas. Reg. 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) otherwiseCode. The Company (i) has not agreed to and 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 required to make any payments that would not be deductible under 280G adjustment pursuant to Section 481(a) of the Internal Revenue Code. For purposes of this Section 4.14:; and

Tax Matters. The Company and each subsidiary has filed ------------ all 5.22.1 (a) All material Tax Returns which it is required to file under applicable laws; be filed by or on behalf of the Acquired Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true true, correct and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; the (b) all material Taxes of each Acquired Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown reflected on a any Tax Return) have been fully and have withheld and paid over to the appropriate taxing authorities all timely paid, except those Taxes which it is required to withhold from amounts paid are presently being contested in good faith or owing to any employee, stockholder, creditor for which an adequate reserve for the payment of such Taxes has been established on the Company Balance Sheet; (c) no waivers of statutes of limitation have been given or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes requested with respect to the any Acquired Company in connection with any material Tax Returns covering such Acquired Company or with respect to any Taxes payable by it; (including any provisions for deferred income taxesd) reflected on the books of the Company are adequate to cover any Tax 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 no Governmental Authority in a jurisdiction where the an Acquired Company does not file tax returns Tax Returns has made a claim, assertion or threat to such Acquired Company that the such Acquired Company or any subsidiary is or may be subject to taxation by that such jurisdiction. There ; (e) each Acquired Company has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld and paid over for all periods under all applicable Laws, except where the failure to so collect or withhold would not have a Material Adverse Effect(f) there are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted Liens with respect to the Company Taxes on any Acquired Company’s property or any subsidiaryassets other than Permitted Liens; 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 (g) there are no material unresolved questions Tax rulings, requests for rulings, or claims concerning closing agreements relating to any Acquired Company for any period (or portion of a period) that would affect any period after the Company's Tax liability. The date hereof; and (h) any adjustment of Taxes of an Acquired Company (A) has not executed or entered into made by a closing agreement pursuant Governmental Authority in any examination that such Acquired Company is required to 7121 of report to the Internal Revenue Code or any predecessor provision thereof or any similar provision of appropriate state, local or foreign law; taxing authorities has been reported, and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending additional Taxes due with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not respect thereto have been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:paid.

Tax Matters. The Company Each of City Holding, City National, and each subsidiary all other subsidiaries of City Holding are members of the same "affiliated group," as defined in Section 1504(a)(1) of the Code, as City Holding (collectively, the "City Holding Group"). Each member of the City Holding Group has filed ------------ or caused to be filed or (in the case of returns or reports not yet due) will file all Tax Returns which it is tax returns and reports required to file under applicable laws; have been filed by or for them before the Effective Time of the Holding Company Merger, and all information set forth in such Tax Returns are true and returns or reports is or (in the case of such returns or reports not yet due) will be accurate and has been prepared complete in compliance with all applicable laws; material respects. Each member of the Company City Holding Group has paid all Taxes due and owing by it or any subsidiary made adequate provision for, or (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 returns or reports not yet filed) before the Company (including any provisions for deferred income taxes) reflected on the books Effective Time of the Holding Company are Merger will pay or make adequate provision for, all taxes, additions to cover any Tax liabilities tax, penalties, and interest for all periods covered by those returns or reports. There are, and at the Effective Time of the Holding Company if its current tax year were treated as ending Merger will be, no unpaid taxes, additions to tax, penalties, or interest due and payable by any member of the City Holding Group that are or could become a lien on any asset, or otherwise materially adversely affect the date hereof. No claim business, property or financial condition, of any member of the City Holding Group except for taxes and any such related liability (a) incurred in the ordinary course of business for which adequate provision has been made by a taxing authority any member of the City Holding Group or (b) being contested in a jurisdiction where good faith and disclosed in Schedule 3.2(g). Each member of the City Holding Group has collected or withheld, or will collect or withhold before the Effective Time of the Holding Company does not file tax returns that Merger, all amounts required to be collected or withheld by it for any taxes, and all such amounts have been, or before the Effective Time of the Holding Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignMerger will have been, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect paid to the Company appropriate governmental agencies 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 authorityset aside in appropriate accounts for future payment when due. There are no 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 7121 Each member of the Internal Revenue Code or any predecessor provision thereof or any similar provision of stateCity Holding Group is in material compliance with, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:records contain all

Tax Matters. The Company Park and each subsidiary has its Subsidiaries have timely filed ------------ all Tax Returns which it is required to file under applicable laws; be filed with the appropriate Governmental Authority. Such Tax Returns are and will be true, correct and complete in all material respects. Park and its Subsidiaries have paid and discharged all Taxes due (whether reflected on such Tax Returns or otherwise), other than such Taxes that are true and accurate and adequately reserved as shown on the Park Financial Statements or have arisen in the ordinary course of business since June 30, 2006 or Taxes the nonpayment of which would not have a Material Adverse Effect on Park. Neither the IRS nor any other Governmental Authority, domestic or foreign, has been prepared in compliance with all applicable laws; asserted, is now asserting or, to the Company has paid all Taxes due and owing by it knowledge of Park, is threatening to assert against Park or any subsidiary (whether of its Subsidiaries any material deficiency 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 claim for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofadditional Taxes. 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 taxation by that jurisdiction. There are no foreign, federal, state state, local or local tax foreign Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company Park or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; of its Subsidiaries and, except as disclosed aboveto the knowledge of Park, no written notice indicating an intent to open an such audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authorityproceeding is threatened. There are no material unresolved questions unexpired waivers by Park or claims concerning any of its Subsidiaries of any statute of limitations with respect to Taxes. No extension of time within which to file any Tax Return (for a period with respect to which the Company's Tax liabilitystatute of limitations has not expired) has been filed, or has been requested or granted. The Company (Aaccruals and reserves for Taxes reflected in the Park Financial Statements are adequate in all material respects for the periods covered. Park and its Subsidiaries have withheld or collected and paid over to the appropriate Governmental Authorities or are properly holding for such payment all material Taxes required by Law to be withheld or collected. There are no Liens for Taxes upon the assets of Park or any of its Subsidiaries, other than Liens for current Taxes not yet due and payable. Neither Park nor any of its Subsidiaries has filed a consent under Section 341(f) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code concerning collapsible corporations. Neither Park nor any of its Subsidiaries has agreed to make, or is required to make, any predecessor provision thereof adjustment under Section 481(a) of the Code. Park has never been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than an affiliated group of which Park is or was the common parent corporation. Neither Park nor any of its Subsidiaries has any liability for the Taxes of any other Person (other than members of the Park affiliated group) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign lawLaw), (B) 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 280G As of the Internal Revenue date hereof, neither Park nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. For purposes of this Section 4.14:.

Tax Matters. (a) The Company and each subsidiary has of its Subsidiaries have prepared and timely filed ------------ (taking into account any extension of time within which to file) all Tax Returns which it is required to file under applicable laws; be filed by any of them and all such filed Tax Returns are true complete and accurate in all material respects. The Company and has been prepared in compliance with all applicable laws; the Company has each of its Subsidiaries have paid all Taxes due and owing that are required to be paid by it or any subsidiary of them (whether or not such Taxes are required to be shown show on a Tax Return) ), except with respect to matters contested in good faith and for which adequate reserves have been established in accordance with GAAP. All Tax Returns of the Company and each of its Subsidiaries for all periods ending on or before December 31, 2005, have been examined by the relevant taxing authority (or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired). There are no pending or, to the knowledge of the Company, threatened in writing, audits, examinations, investigations or other proceedings in respect of Tax matters. There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than the Company Permitted Liens. None of the Company or any of its Subsidiaries 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 similar provision of state, local or foreign Law). The Company and each of its Subsidiaries have withheld and paid over to the appropriate taxing authorities all amounts of Taxes which it is required to withhold from have been withheld and paid in connection with any amounts paid or owing to any employee, stockholderindependent contractor, creditor creditor, stockholder or other third parties; and since December 31party. Neither the Company nor any of its Subsidiaries is a party to or has any obligation under any Tax sharing, 1998Tax indemnity or Tax allocation agreement or similar contract or arrangement. Neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2). 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) beginning after the charges, accruals and reserves Closing Date as a result of any (A) change in method of accounting for Taxes with respect a taxable period ending on or prior to the Company Closing Date, (including any provisions for deferred income taxesB) reflected on the books closing agreement as described in Section 7121 of the Company are adequate Code (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to cover the Closing Date, (C) intercompany transactions or any Tax liabilities excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date. Neither the Company if nor any of its current Subsidiaries has operating losses or other tax year were treated as ending on attributes presently subject to limitation under Sections 279, 382, 383, or 384 of the date hereofCode, or the federal consolidated return regulations. No written claim has been made within the previous five (5) years by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that Tax Returns but where the Company or any subsidiary of its Subsidiaries is or may be subject to taxation by that jurisdictionor must file Tax Returns. There are no foreignSince January 1, federal2003, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to neither the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries or Subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation member of an affiliated group of corporations within the meaning of 897(c)(2) Section 1504 of the Internal Revenue Code during Code, other than the applicable period specified in 897(c)(1)(A)(ii) affiliated group of which the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:common parent.

Tax Matters. The (i) Except as set forth on the attached "Taxes Schedule": the Company and each subsidiary has Subsidiary have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary have paid in all material respects all Taxes due and owing by it or any subsidiary them (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 authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31, 1998, neither the charges, accruals and reserves for Taxes Company nor any Subsidiary has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company or and each Subsidiary shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any subsidiary amount recorded which is or may be subject attributable solely to taxation by that jurisdiction. There are timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company or any subsidiary; Subsidiary, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and 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 ; and there are no material unresolved questions or claims raised or made by any taxing authority concerning the Company's or any Subsidiary's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company 4.11.1. Except as set forth on the attached "Taxes Schedule": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (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 authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group shall not exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject and its Subsidiaries have been audited and closed for all tax years through 1998; to taxation by that jurisdiction. There are the best of the Company's knowledge, no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiaryAffiliated Group; 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 ; and there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company and each subsidiary has of its Subsidiaries have prepared and filed ------------ (or filed applicable extensions therefor) all returns, declarations, reports, claims for refund, information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof (the “Tax Returns which it is Returns”) required to file under applicable laws; all have been filed by the Company or any such Tax Returns are true and accurate and has been prepared in compliance Subsidiary with all applicable laws; the Company has Governmental Authorities and paid all Taxes shown thereon or otherwise due and owing by it for payment, other than any such Taxes which the Company or any subsidiary (whether or not such Taxes Subsidiary are required to be shown on a Tax Return) contesting in good faith and for which adequate reserves have withheld been provided and paid over to reflected in 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, Company’s financial statements included in the SEC Filings. The charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company in respect of Taxes for all fiscal periods are adequate to cover any Tax 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 all material respects, and there are no material unpaid assessments against the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignof its Subsidiaries nor, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company Company’s Knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any subsidiary; no information related to Tax matters has been requested fiscal period or audits by any foreign, federal, state or local taxing authority; and, authority except as disclosed above, no written notice indicating an intent for any assessment which is not material to open an audit or other review has been received by the Company or any subsidiary from any foreignand its Subsidiaries, federal, state or local taxing authoritytaken as a whole. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; All Taxes and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by other assessments and levies that the Company or any of its subsidiaries Subsidiaries is required to withhold or has any knowledge that to collect for payment have been duly withheld and collected and paid to the IRS has proposed proper Governmental Authorities or third party when due, other than any such adjustment Taxes which the Company or change any of its Subsidiaries are contesting in accounting methodgood faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in the SEC Filings. There are no Tax liens or claims pending or, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business Company’s Knowledge, threatened in writing against the Company or operations any of its Subsidiaries or any of their respective assets or property. Except as described in the CompanySEC Filings, there are no outstanding Tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries, on the one hand, and any other corporation or entity, on the other hand. The Company has not been a United States real property holding corporation within taken any other action or knows of any other fact relating to the meaning of 897(c)(2) of Merger that would reasonably be expected to prevent the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable Merger from qualifying for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Intended Tax Treatment.

Tax Matters. The (a) Except as would not reasonably be expected to be material to the Company and each subsidiary has filed ------------ the Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries have timely filed, taking into account any valid extensions, all material Tax Returns which it is required to file under applicable laws; be filed by them, all such Tax Returns are true true, correct and accurate complete in all material respects, and has been prepared in compliance with all applicable laws; the Company has and its Subsidiaries have timely paid all material Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) paid by them other than Taxes that are not yet due or that are being contested in good faith in appropriate Proceedings and have withheld and paid over to the appropriate taxing authorities all Taxes for 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 Company or its applicable Subsidiary has set aside adequate reserves in accordance with GAAP, (including ii) there are no Liens for material Taxes on any provisions for deferred income taxes) reflected on the books assets of the Company are adequate to cover or its Subsidiaries, other than Permitted Liens, (iii) no deficiency for any material Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made asserted or assessed by a taxing authority in a jurisdiction where the Company does not file tax returns that against the Company or any subsidiary of its Subsidiaries which deficiency has not been paid in full or which is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or not being conducted with respect to contested in good faith in appropriate Proceedings and for which the Company or its applicable Subsidiary has set aside adequate reserves in accordance with GAAP, (iv) the Company and its Subsidiaries have provided adequate reserves in their financial statements for any subsidiary; no information Taxes that have not been paid, (v) neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries or any customary commercial agreement entered into in the ordinary course of business not primarily 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 Taxes) and (vi) neither the Company or nor any subsidiary from of its Subsidiaries has any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning liability for the Company's Tax liability. The Taxes of any Person other than the Company (A) has not executed or entered into a closing agreement and its Subsidiaries pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) or otherwise 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 280G operation of the Internal Revenue Code. For purposes of this Section 4.14:Law.

Tax Matters. The Company i. Except as set forth on the attached "TAXES SCHEDULE": the Company, each Subsidiary and each subsidiary has Affiliated Group have filed ------------ all Tax Returns which it is they are required to file under applicable lawslaws and regulations except to the extent that the failure to file would not have a Material Adverse Effect; all such Tax Returns are true complete and accurate correct in all material respects and has have been prepared in compliance with all applicable lawslaws and regulations in all material respects; the Company has Company, each Subsidiary and to the Company`s knowledge each Affiliated Group in all material respects have paid all Taxes due and owing by it or any subsidiary them (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 authority all Taxes which it is they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third partiesparty; and since December 31neither the Company, 1998, the charges, accruals and reserves for Taxes any Subsidiary nor any Affiliated Group has waived any statute of limitations with respect to any material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company and its Subsidiaries if its their current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, the Company does and its Subsidiaries have not file tax returns that incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company, each Subsidiary and each Affiliated Group is not expected to exceed the recorded liability therefor on the Latest Balance Sheet in any material respect (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are and its Subsidiaries have been audited and closed for all tax years through 1998; no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company Company, any Subsidiary or any subsidiary; Affiliated Group, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, authority and 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 ; and to the Company's knowledge there are no material unresolved questions or claims concerning the Company's, any Subsidiary's or any Affiliated Group Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company All federal and each subsidiary has filed ------------ state income and franchise and all other material Tax Returns which it is returns, reports and statements (collectively, the “Tax Returns”) required to file under applicable laws; be filed by any Tax Affiliates or extensions have been timely filed with the appropriate Governmental Authorities, all such Tax Returns are true true, correct and accurate complete in all material respects, and has been prepared in compliance with all applicable laws; the Company has paid Taxes, assessments and other governmental charges and impositions reflected therein and all Taxes other material Taxes, assessments and other governmental charges otherwise due and owing by it or payable have been paid prior to the date on which any subsidiary (whether or not such Taxes are required to liability may be shown on added thereto for non-payment thereof; except that 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 Affiliate may defer payment of any employeecontested taxes; provided, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any that such Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 Affiliate (a) in good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies the Secured Parties in writing of the Internal Revenue Code commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (d) maintains adequate reserves therefor in conformity with GAAP. As of the Sixth Amendment Effective Date, no income or franchise Tax Return or other material Tax Return of the Borrower or any similar provision other Tax Affiliate is under audit by any Governmental Authority, and no Tax Affiliate has received written notice from any Governmental Authority of state, local any audit or foreign law by reason of a change in accounting method initiated by the Company examination or any assertion of its subsidiaries any material claim for Taxes. No Loan Party is otherwise aware of any claims or has any knowledge that the IRS has adjustments proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes prior tax years that could result in accounting methods that relate to the business or operations of the Companyadditional taxes becoming due and payable by any Tax Affiliate. The Company No Tax Affiliate has not been participated in a United States real property holding corporation “listed transaction” within the meaning of 897(c)(2Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the Internal Revenue Code during group of which a Tax Affiliate is the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:common parent.

Tax Matters. The Company and each subsidiary has filed ------------ Except as set forth on Schedule 5.12 or as would not reasonably be expected to result in an Acquirer Material Adverse Effect, (a) all Tax Returns which it is required to file under applicable laws; be filed on or prior to the Closing Date by the Partnership and BKEP GP Management have been or will be timely filed, all such Tax Returns are true were or will be correct and accurate complete, and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing payable have been or will be paid; (b) there are no Liens for Taxes other than Permitted Liens upon any of the assets of the Partnership or BKEP GP Management; (c) there is no claim or adjustment pending, and no written assessment has been proposed, by it or any subsidiary (whether or not such Taxes are required to be shown on a governmental authority in connection with any Tax Return) and have withheld and paid over relating to the appropriate taxing authorities all Taxes which it is required assets of the Partnership or BKEP GP Management; (d) no Tax Returns relating to withhold from amounts paid the Partnership or owing to any employeeBKEP GP Management are under audit, stockholderexamination, creditor written inquiry or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested proceeding by any foreigngovernmental authority, federal, state or local taxing authority; and, except as disclosed above, no and neither the Partnership nor BKEP GP Management has received any written notice from any governmental authority indicating an intent to open an audit or other review with respect to Taxes relating to the Partnership or BKEP GP Management, as applicable; (e) neither the Partnership nor BKEP GP Management is party to any Tax allocation, indemnification or sharing arrangement (other than arrangements that principal purpose of which is not Tax-related); (f) no written claim has ever been received made in a jurisdiction where Tax Returns or Taxes relating to the Partnership or BKEP GP Management have not been filed or paid to the effect that the Partnership or BKEP GP Management may be subject to taxation by that jurisdiction; (g) the Company Partnership and BKEP GP Management have withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any subsidiary from employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; (h) neither the Partnership nor BKEP GP Management has any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning liability for the Company's Tax liability. The Company taxes of any person under Treasury Regulations § 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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 methodlocal, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502non-6 (or comparable provisions of state, local or foreign U.S. law), (B) as a transferee or successor, by contract, or otherwise; and (Ci) by contract or indemnity or the Partnership each (DI) 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 in effect an agreement that could obligate it to make any payments that would not be deductible election under 280G Section 754 of the Internal Revenue Code. For purposes Code and (II) has elected to use the “remedial allocation method” described in Treasury Regulations § 1.704-3(d) to eliminate any disparity between the book value and U.S. federal income tax basis of this Section 4.14:its properties.

Tax Matters. The Company has duly and each subsidiary has timely filed ------------ all Tax Returns which it is income, excise, corporate, franchise, property, sales, payroll, withholding and other tax returns and reports required to file under applicable laws; all such Tax Returns are true and accurate be filed by it as of the date hereof by the United States of America or any state or any political subdivision thereof and has paid or established adequate reserves for all taxes (including penalties and interest) which have or may become due pursuant to such returns and any assessments which have been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing received by it or otherwise. All such tax returns or reports fairly reflect the taxes of the Companies in all material respects for the periods covered thereby. The Company is not delinquent in the payment of any subsidiary (whether tax, assessment 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 governmental charge, there is required to withhold from amounts paid no tax deficiency 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 delinquency asserted against the Company (including and there is no unpaid assessment, proposal for additional taxes, deficiency or delinquency in the payment of any provisions for deferred income taxes) reflected on of the books taxes of the Company are adequate to cover that could be asserted by any Tax liabilities taxing authority, nor 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 taxation by that jurisdiction. There are no foreign, material violation of any federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign tax law; . No Internal Revenue Service audit of the Company is pending or to the knowledge of the Company threatened, and (B) the results of any completed audits are properly reflected in the Company's financial statements. The Company has not agreed granted any extension to or is required to make any adjustments pursuant to 481 (a) taxing authority of the Internal Revenue Code limitation period during which any tax liability may be asserted. The Company have committed no knowing or willful violation of any similar provision of federal, state, local or foreign law by reason of a change in accounting method initiated tax laws. All monies required to be withheld by the Company from employees or any collected from customers for income taxes, social security and unemployment insurance taxes and sales, excise and use taxes, and the portion of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment taxes to be paid by the Companies to governmental agencies, have been collected or change withheld and either paid to the respective governmental agencies or set aside in accounting methodaccounts for such purpose, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to such monies have been approved, reserved against and entered upon the business or operations books of the Company. The Company has not been a United States real property holding corporation within Except as set forth on Schedule 2.14, there are no disputes as to taxes of any nature payable by the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Company.

Tax Matters. The (a) Each of Company and each subsidiary its Subsidiary has filed ------------ with the appropriate governmental agencies all Tax Returns which it is required (as defined herein), and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) due and owing (whether or not shown on any Tax Return) for all Tax periods ending on or prior to file under applicable laws; all the date hereof. All such Tax Returns are true were correct and accurate complete in all material respects and has have been prepared in substantial compliance with all applicable laws; laws and regulations. The provisions for Taxes set forth on the Company has paid Balance Sheet included in the Company Financial Statements reflect and include adequate provisions for the payment in full of any and all Taxes for which each of Company and its Subsidiary is liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), not yet due for any and owing by it all periods up to and including the date of such Company Balance Sheet; and all Taxes for periods beginning thereafter through the Closing Date have been, or any subsidiary (whether will be, paid when due or not such adequately reserved against on the books of Company and its Subsidiary. Each of Company and its Subsidiary has duly withheld all material payroll Taxes, FICA and other federal, state and local Taxes are and other items required to be shown on a Tax Return) withheld by it from employee wages or otherwise with respect to any amounts paid to any employee, independent contractor, creditor, stockholder, or other third party, and have withheld and has duly deposited the same in trust for or paid over to the appropriate proper taxing authorities and all Taxes which it is IRS Forms W-2 and 1099s required to withhold from amounts paid be filed with respect thereto have been properly completed and timely filed. Neither Company nor its Subsidiary has executed or owing filed with any taxing authority any currently effective agreement extending the periods for the assessment or collection of any Taxes. Except as set forth in Schedule 2.14, neither of Company nor its Subsidiary is a party to any employeepending action or proceeding by any governmental authority for the assessment or collection of Taxes and, stockholderto Company’s Knowledge, creditor there is no threatened action or other third parties; and proceeding by any governmental authority for the assessment or collection of Taxes from or against Company or its Subsidiary. Except as set forth in Schedule 2.14, since December 31, 19982000, the chargesUnited States federal income Tax Returns of Company and its Subsidiary have not been audited by the Internal Revenue Service (the “IRS”) nor has any state, accruals local or other taxing authority audited any Tax Returns (as hereinafter defined) of Company and/or its Subsidiary. Except as set forth in Schedule 2.14, there is no material tax dispute or claim concerning the Tax liability of Company or its Subsidiary either (a) raised or claimed by any taxing authority in writing, or (b) as to which Company has Knowledge. Schedule 2.14 lists all federal, state, local, and reserves for Taxes foreign Tax Returns filed with respect to the Company (including any provisions and its Subsidiary for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as taxable periods ending on or after December 31, 2000, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the date hereofsubject of an audit. No claim There is no tax lien, whether imposed by any Federal, state, county, local or foreign taxing authority, outstanding against the Assets, properties or Business of Company or its Subsidiary. Company is not a party to any tax sharing or allocation agreement. Neither Company nor its Subsidiary has been made by a taxing authority in member of an affiliated group filing a jurisdiction where the consolidated Federal income Tax Return (other than an affiliated group of which Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state was the common parent) or local tax audits has any liability for Taxes of another person (other than any other member of an affiliated group of which Company is or administrative or judicial proceedings pending or being conducted with respect to was the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company common parent) under Treasury Regulation Section 1.1502-6 (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Except as set forth on Schedule 2.14, no claim has been made by any taxing authority in a jurisdiction where Company or its Subsidiary does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. Neither Company nor its Subsidiary has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Company and its Subsidiary (i) have not made any payments; and (Bii) has are not agreed to or is required obligated to make any adjustments pursuant payments; nor (iii) are a party to 481 any agreement that under certain circumstances could obligate them to make any payments that will not be deductible under Section 280G of the Code. Neither Company nor its Subsidiary has been the “distributing corporation” (awithin the meaning of Section 355(a)(1) of the Internal Revenue Code) or the “controlled corporation” (within the meaning of Section 355(a)(1) of the Code) within the two-year period ending as of the date of this Agreement. Company and its Subsidiary have disclosed to the IRS on the appropriate Tax Returns any transaction listed in Treasury Regulation Section 1.6011-4(b) (“Reportable Transaction”) in which Company or its Subsidiary has participated. Company and its Subsidiary have retained all documents and other records pertaining to any Reportable Transaction in which they have participated, including documents and other records listed in Treasury Regulation Section 1.6011-4(g) and any other documents or other records which are related to any Reportable Transaction in which Company or its Subsidiary have participated but not listed in Treasury Regulation Section 1.6011-4(g). Neither Company nor its Subsidiary will be required to include any material item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in accounting method for a taxable period ending on or prior to the Closing Date under Section 481(a) of the Code (or any similar corresponding provision of state, local or foreign law by reason income Tax law); (B) “closing agreement” as described in Section 7121 of a change in accounting method initiated by the Company Code (or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions corresponding provision of state, local or foreign income Tax law), (B) as a transferee or successor, ; (C) by contract installment sale or indemnity open transaction disposition made on or prior to the Closing Date; or (D) otherwise. The Company is not a party prepaid amount received on or prior 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Closing Date.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and or (B) has not agreed to or is required to make any adjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of ss. 897(c)(2) of the 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 underss. 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 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 ss. 280G of the Internal Revenue Code. For purposes of this Section 4.14:

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance Beginning with all applicable laws; the Company has paid all Taxes due and 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 first taxable year of the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeeCompany, stockholder, creditor or other third parties; and since its taxable year ended December 31, 19981986, the charges, accruals and reserves for Taxes with respect Company properly elected to be taxed as a real estate investment trust within the Company (including any provisions for deferred income taxes) reflected on the books meaning of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 Sections 856-860 of the Internal Revenue Code or of 1986, as amended (the "Code"), and has satisfied, and continues to satisfy, all of the requirements set forth in those provisions and the regulations thereunder to be taxed as a real estate investment trust within the meaning of those provisions. Without limiting the generality of the foregoing, the Company, for each taxable year of the Company beginning with the first taxable year for which it made an election to be classified as a real estate investment trust: (i) has timely made all of the distributions required under Section 857(a)(1) of the Code; (ii) has timely demanded the statements from its shareholders required under Section 1.857-8(d) of the Treasury Regulations promulgated under the Code and maintained the records required under Treasury Regulations Section 1.857-8(e); (iii) has not sought to apply the provisions of Section 856(c)(7) of the Code in any predecessor provision thereof or any similar provision taxable year of state, local or foreign lawthe Company; and (Biv) has not agreed revoked its election to or is be taxed as a real estate investment trust for federal income tax purposes nor has it received any notice that its classification as a real estate investment trust has been challenged by any taxing authority. The Company and each Subsidiary has filed all U.S. Federal, state, local, foreign and other tax returns which were required to make any adjustments pursuant be filed on or before the date hereof and has paid all taxes which have become due and payable. All such reports and returns were materially accurate and complete when filed and reflect all taxes required to 481 (a) be paid by the Company and its Subsidiaries for the periods reported therein. The provision for taxes made in the Balance Sheet at the Balance Sheet Date was sufficient for the payment of all accrued and unpaid taxes of the Internal Revenue Code Company and its Subsidiaries with respect to the periods then ended. No additional material assessments, deficiencies or any similar provision penalties in respect of state, local taxes have been made or foreign law by reason of a change in accounting method initiated by claimed against the Company or any of its subsidiaries Subsidiary which remain unpaid. No tax returns or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary reports of the Company or any Subsidiary are or ever have been under (A) Treas. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:audit.

Tax Matters. The Company Company: (i) has timely filed all tax returns that are required to have been filed by it with all appropriate federal, state, county and each subsidiary local governmental agencies (and all such returns fairly reflect the Company’s operations for tax purposes); (ii) has filed ------------ timely paid all Tax Returns taxes owed by it, including those for which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and 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 obligated to withhold from amounts paid or owing to any employee, stockholderemployee (including without limitation social security taxes), creditor or third party (other third partiesthan taxes the validity of which are being contested in good faith by appropriate proceedings); and since December 31, 1998, the charges, accruals and reserves for Taxes (iii) has 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. The assessment of any additional taxes for periods for which returns have been filed is not expected to exceed the Company (including any provisions for deferred income taxes) reflected on recorded liability therefor, and, to the books best of the Company Company’s knowledge, there are adequate no material unresolved questions or claims concerning the Company’s tax liability. The Company’s tax returns have not been reviewed or audited by any federal, state, local or county taxing authority. There is no pending dispute with any taxing authority relating to cover any Tax liabilities of said returns which, if determined adversely to the Company if its current tax year were treated as ending on Company, would result in the date hereofassertion by any taxing authority of any valid deficiency in any material amount for taxes. No written claim has ever been made by a taxing any authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignSince the most recent Financial Statements, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or has not incurred 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 material taxes other review has been received by than in the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liabilityordinary course of business. The Company does not have any liability for the taxes of any other person (Aother than its wholly-owned subsidiaries) has not executed or entered into a closing agreement pursuant to 7121 the requirements of the Internal Revenue Code law, contract, intercompany arrangement or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G “United States real property holding corporation” (within the meaning of section 897(c)(2) of the Internal Revenue Code. For purposes of this Section 4.14:).

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has Seller have paid all Taxes due taxes due, assessed and owing owed by it or any subsidiary (whether or not such Taxes are them as reflected on its consolidated tax returns and have timely filed all federal, state, local and other tax returns which were required to be shown on a Tax Return) filed and have withheld and paid over which were due prior to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeeClosing Date, stockholderexcept for those taxes set forth on Schedule 3.1(i). All federal, creditor or state, local, and other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books taxes of the Company are adequate to cover any Tax liabilities and Seller accruable since the filing of the Company if its current tax year were treated as ending on the date hereofsuch returns have been properly accrued. No claim has been made by a taxing authority in a jurisdiction where the Company does not file federal income tax returns that for the Company or any subsidiary is or may be subject to taxation Seller have ever been audited by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company Internal Revenue Service 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 abovedescribed in Schedule 3.1(i). No other proceedings or other actions which are still pending or open have been taken for the assessment or collection of additional taxes of any kind from the Company or Seller for any period for which returns have been filed, and to Seller's knowledge, no written notice indicating an intent other examination by the Internal Revenue Service or any other taxing authority affecting the Company is now pending. Except for those taxes set forth on Schedule 3.1(i), taxes which the Company was required by law to open an audit withhold or other review has collect subsequent to the incorporation of the Company have been received withheld or collected and have been paid over to the proper governmental authorities or are properly held by the Company or for such payment and are so withheld, collected and paid over as of the date hereof, except where the liability for such taxes is immaterial. No waivers of statutes of limitations with respect to any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning tax returns of the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 , nor extensions of time for the Internal Revenue Code or assessment of any predecessor provision thereof or tax, have been expressly given in writing by any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations current employees of the Company. The Company has There is not been a United States real property holding corporation within and there will not be any material liabilities for federal, state and local income, sales, use, excise or other taxes arising out of, or attributable to, or affecting the meaning of 897(c)(2) assets or the conduct of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary business of the Company under (A) Treas. Reg. 1.1502-6 (through the close of business on the Closing Date, or comparable provisions attributable to the conduct of state, local the operations of the Company at any time for which Parent or foreign law), (B) as a transferee the Surviving Corporation will have any material liability for payment or successor, (C) by contract or indemnity or (D) otherwise. The Company is After the Closing, there does not a party to any tax sharing agreement. The Company has and will 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 280G exist by virtue of the Internal Revenue Code. For purposes transactions contemplated by this Agreement any material liability for taxes that may be asserted by any taxing authority against the assets of this Section 4.14:the Company, or the operation of any of its businesses, and no material lien or other encumbrance for taxes will attach to such assets or the operation of its businesses.

Tax Matters. The (i) (A) All Tax Returns that are required ----------- to be filed (taking into account any extensions of time within which to file) by or with respect to Company and each subsidiary has filed ------------ its Subsidiaries have been duly filed, (B) all Taxes shown to be due on the Tax Returns referred to in clause (A) have been paid in full, (C) the Tax Returns referred to in clause (A) have been examined by the Internal Revenue Service or the appropriate Tax authority or the period for assessment of the Taxes in respect of which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are were required to be shown on filed has expired, (D) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (E) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax ReturnReturns referred to in clause (A) are currently pending, and (F) no waivers of statutes of limitation have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid been given by or owing requested with respect to any employee, stockholder, creditor Taxes of Company or other third parties; its Subsidiaries. Company has made available to Zions true and since correct copies of the United States federal income Tax Returns filed by Company and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 1998, the charges, accruals and reserves for Taxes 1996. Neither Company nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the Company (including any provisions for deferred income taxes) reflected on the books end of the Company are adequate most recent period covered by Company's SEC Documents filed prior to cover any Tax liabilities the date hereof in excess of the Company if its current tax year were treated as ending amounts accrued with respect thereto that are reflected in the financial statements included in Company's SEC Documents filed on or prior to the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Neither Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or nor any of its subsidiaries Subsidiaries is a party to any Tax allocation or sharing agreement, is or has any knowledge that been a member of an affiliated group filing consolidated or combined Tax returns (other than a group the IRS has proposed any such adjustment common parent of which is or change in accounting method, was Company) or otherwise has any application pending with liability for the Taxes of any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations person (other than Company and its Subsidiaries). As of the Company. The date hereof, neither Company nor any of its Subsidiaries has not been any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a United States real property holding corporation reorganization within the meaning of 897(c)(2) Section 368 of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company Company, Xxxxxxxx and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid Subsidiaries have timely filed (inclusive of applicable extension periods) with the appropriate governmental agencies all Taxes due material federal, state and owing by it or any subsidiary local income, employment, franchise, excise, sales, use, real and personal property and other tax returns and reports (whether or not such Taxes including information returns and reports) that are required to be filed, and neither the Company, Xxxxxxxx or any Company Subsidiary is materially delinquent in the payment of any taxes shown on such returns or reports or on any assessments for any such taxes received by the Company, Xxxxxxxx or any Company Subsidiary. There are included in the Company Financial Statements adequate reserves for the payment of all accrued but unpaid federal, state and local taxes of the Company, Xxxxxxxx and each Company Subsidiary, including interest and penalties, whether or not disputed for such fiscal years as reflected therein and all fiscal years prior thereto. Neither the Company, Xxxxxxxx or any Company Subsidiary has executed or filed with the Internal Revenue Service ("IRS") or any state tax authority any agreement extending the period for assessment and collection of any federal or state tax, nor is the Company, Xxxxxxxx or any Company Subsidiary 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 party to any employeeaction or proceeding by any governmental authority for assessment or collection of taxes, stockholderexcept tax liens or levies against customers of any Company Subsidiary. There is no outstanding material assessment or claim for collection of taxes against the Company, creditor Xxxxxxxx or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect any Company Subsidiary. Except as set forth in Schedule 3.10 to the Company (including any provisions for deferred Disclosure Schedule, the federal income taxes) reflected on the books tax returns of the Company, Xxxxxxxx and each Company Subsidiary have been examined by the IRS (or are adequate closed to cover any Tax liabilities examination due to the expiration of the Company if its current tax year applicable statute of limitations) and no deficiencies were treated asserted as ending on a result of such examinations that have not been resolved and paid in full or for which adequate reserves or accruals established in accordance with generally accepted accounting principles have been taken with respect thereto. Neither 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 Company, Xxxxxxxx or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreignCompany Subsidiary has, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to during the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; andpast five (5) years, except as disclosed above, no written notice indicating an intent in Schedule 3.10 to open an audit or other review has been received by the Company Disclosure Schedule, received any notice of deficiency, proposed deficiency or assessment from the IRS or any subsidiary from other governmental agency, with respect to any foreign, federal, state state, county or local taxing authoritytaxes. There are no material unresolved questions No federal or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations state tax return of the Company, Xxxxxxxx or any Company Subsidiary is currently the subject of any audit by the IRS or any other governmental agency. The During the past five (5) years, no material deficiencies have been asserted in connection with the federal and state income tax returns of each of the Company, Xxxxxxxx and the Company Subsidiaries and the Company has not no reason to believe that any material deficiency would be asserted relating thereto. Except as disclosed in Schedule 3.10 to the Company Disclosure Schedule, neither the Company, Xxxxxxxx or any Company Subsidiary is a party to any agreement providing for allocation or sharing of taxes. Neither the Company, Xxxxxxxx or any Company Subsidiary has ever been a United States real property holding corporation member of an "affiliated group of corporations" (within the meaning of 897(c)(2Section 1504(a) of the Internal Revenue Code during Code) filing consolidated returns, other than the applicable period specified in 897(c)(1)(A)(ii) affiliated group of which the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for or was the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:common parent.

Tax Matters. (a) The Company and each subsidiary has its Subsidiaries have filed ------------ all material Tax Returns which it is that are required to be filed by them (taking into account any extensions of time to file under applicable laws; that have been duly perfected). All Taxes shown as owing by the Company and its Subsidiaries on all such Tax Returns have been fully paid or properly accrued, and all such Tax Returns are true and accurate and has been prepared correct in compliance with all applicable laws; material respects. All material Taxes that the Company has paid all Taxes due and 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 of its Subsidiaries is required obligated to withhold from amounts paid or owing to any employee, stockholder, creditor or third party have been fully paid or properly accrued. Neither the Company nor any of its Subsidiaries is currently or, since January 1, 2015, has been a party to any Tax allocation, Tax sharing, Tax indemnity, Tax reimbursement agreement or arrangement (other third parties; and since December 31than (a) any customary agreements with customers, 1998vendors, lenders, lessors or the chargeslike entered into in the ordinary course of business, accruals and reserves for (b) property Taxes payable with respect to properties leased and (c) other agreements for which Taxes is not the principal subject matter). Neither the Company nor its Subsidiaries has been the subject of any audit or other examination of Taxes by the Taxing Authorities of any nation, state or locality with respect to any open Tax years and, to the Company's Knowledge, no such audit or other examination is contemplated or pending. Neither the Company nor any of its Subsidiaries has waived in writing any statute of limitations in respect of Taxes payable by any of them, which waiver is currently in effect. There are no Liens for Taxes (including other than Permitted Liens) upon any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities assets 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 of its Subsidiaries. Neither the Company nor any of its Subsidiaries is or may be subject a party to taxation by any agreement that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to would require the Company or such Subsidiaries to make 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 payment that would constitute an intent to open an audit or other review has been received by "excess parachute payment" for purposes of Sections 280G and 4999 of the Code. Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude an item of deduction from, taxable income for any subsidiary from taxable period (or portion thereof) ending after the Closing Date as a result of any foreign(a) change in method of accounting for a taxable period ending on or prior to the Closing Date, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (Ab) has not executed or entered into a "closing agreement pursuant to agreement" as described in Section 7121 of the Internal Revenue Code (or any predecessor provision thereof corresponding or any similar provision of state, local or foreign law; and income Tax Law) executed on or prior to the Closing Date, (Bc) has not agreed to intercompany transaction or is required to make any adjustments pursuant to 481 (a) excess loss amount described in Treasury Regulations under Section 1502 of the Internal Revenue Code (or any corresponding or similar provision of state, local or foreign law by reason income Tax Law), (d) installment sale or open transaction disposition made on or prior to the Closing Date or (e) election under Section 108(i) of the Code. Except as set forth on Schedule 5.15(a), each of the Company and its Subsidiaries is, and has been since its formation, properly treated as either a change in accounting method initiated by "partnership" or "disregarded entity" for federal Income Tax purposes and no election has been made pursuant to Treasury Regulation Section 301.7701-3(c) to treat the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made Subsidiaries as an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) association taxable 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:corporation.

Tax Matters. The (a) All federal, state, county, local and foreign income, excise, property and other tax returns required to be filed by the Company and each subsidiary has its subsidiaries have been timely filed ------------ all Tax Returns which it is required to file under applicable laws; and all such Tax Returns duly filed tax returns are true and accurate and correct in all material respects. All required taxes, fees or assessments have been paid or an adequate reserve therefor has been prepared established (in compliance accordance with all applicable laws; GAAP) in the financial statements of the Company has paid all Taxes due included in the SEC Reports. The federal income tax returns and owing state and foreign income tax returns of the Company and its subsidiaries have not been audited by it the IRS or any subsidiary (whether other taxing authority and the Company or its subsidiaries have not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate received any notice of deficiency or assessment from any 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 authority with respect to liability for taxes which has not been fully paid or finally settled. Neither the Company (including IRS nor any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a state, local, foreign or other taxing authority has proposed in a jurisdiction where the Company does not file tax returns that the Company writing any additional taxes, interest or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted penalties with respect to the 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 its subsidiaries or any subsidiary from any foreign, federal, state of their operations or local taxing authoritybusinesses. There are no material unresolved questions pending, or claims concerning to the knowledge of the Company's Tax liability, threatened, tax claims or assessments, and there are no pending, or to the knowledge of the Company, threatened, tax examinations by any taxing authorities. Neither the Company nor its subsidiaries have given any waivers of rights (which are currently in effect) under applicable statutes of limitations with respect to taxes of the Company or its subsidiaries for any taxable period. There are no liens for taxes upon the assets of the Company or its subsidiaries except for statutory liens for current taxes not yet due and payable or which may thereafter be paid without penalty or are being contested in good faith. The Company (A) or its subsidiaries has not executed or entered into filed a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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 request with the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning last three (3) years which change would affect the accounting for tax purposes, directly or indirectly, of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:its business.

Tax Matters. The Company and each subsidiary Subsidiary is not a non-resident of Canada for purposes of the Income Tax Act (Canada). Except as set out in section 3.2(m) of the Disclosure Letter, the Subsidiary has duly filed ------------ all Tax Returns required to be filed by it, and such Tax Returns are true, correct and complete in all material respects. The Subsidiary has made complete and accurate disclosure in all such Tax Returns and in all materials accompanying such Tax Returns, and has paid all the taxes, governmental or municipal charges or levies, penalties, interest and fines due and payable by it on or prior to the Closing Date. Adequate provision has been made in the Financial Statements for all taxes, government or municipal charges, levies, penalties, interest and fines payable for the current year for which Tax Returns are not yet filed. There is no action, suit, proceeding, investigation or claim pending or, to the knowledge of the Subsidiary, threatened, against the Subsidiary in respect of taxes, governmental or municipal charges, levies or assessments, nor are there any matters under discussion with any governmental or municipal authority relating to such matters. The Subsidiary has withheld from each payment made to any of its officers, directors, employees, shareholders, creditors, or to non-residents, all amounts which it is required by law to file under applicable laws; all such Tax Returns are true and accurate withhold or deduct, and has been prepared duly remitted all amounts so withheld or deducted to the proper recipients thereof without delays and in compliance with all applicable the manner required by such laws; . To the Company knowledge of the Subsidiary, there is no contingent liability of the Subsidiary for taxes, governmental or municipal charges or levies, penalties, interest and fines, and the Subsidiary has paid all not received any indication from any governmental taxing authority that any assessment or reassessment is proposed. Except as set out in Section 3.2 of the Disclosure Letter, since January 1999, the Subsidiary has not acquired property from any Person in circumstances where the Subsidiary did or could have become liable for any taxes, governmental or municipal charges or levies, penalties, interest and fines, ("Subsidiary Assumed Taxes"), payable by that Person, other than Subsidiary Assumed Taxes due and owing by it that are in the aggregate immaterial. None of sections 80 to 80.04, both inclusive, of the Income Tax Act (Canada), or any subsidiary (whether equivalent provision of the taxing legislation of any province or territory of Canada, have applied or will apply to the Subsidiary at any time up to and including the Closing Date. The Subsidiary does not such Taxes are have unpaid amounts that may be 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 Company (including any provisions for deferred included in income taxes) reflected on the books under Section 78 of the Company are adequate to cover any Income Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company Act (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign lawCanada), (B) 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Except as set forth on Schedule 3.16: (i) the Company and each subsidiary has timely filed ------------ all Tax Returns which it is required to file under applicable lawshave been filed by it; (ii) all such Tax Returns are true and accurate and has been prepared complete in compliance with all applicable lawsmaterial respects; (iii) the Company has paid all Taxes owed by it which were due and owing by it or any subsidiary payable (whether or not such Taxes are required to be shown on a any Tax Return); (iv) 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 Taxes included within the Company (including any provisions for deferred income taxes) reflected on the books financial statements of the Company are adequate accurate; (v) the Company has complied with all applicable Laws relating to cover Tax; (vi) the Company is not currently the beneficiary of any extension of time within which to file any Tax liabilities of Return; (vii) there is no current Action against the Company if its current tax year were treated as ending on the date hereof. No claim has been made in writing by a taxing authority Governmental Authority in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There ; (viii) there are no foreign, federal, state pending or local tax ongoing audits or administrative assessments of the Company’s Tax Returns by a Governmental Authority; (ix) the Company has not requested or judicial proceedings pending received any ruling from, or being conducted signed any binding agreement with, any Governmental Authority, that would apply to any Tax periods ending after the Closing Date; (x) there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; (xi) no unpaid Tax deficiency has been asserted in writing against or with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authorityGovernmental Authority which Tax remains unpaid; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by (xii) the Company has collected or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is withheld all Taxes currently required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code be collected or any similar provision of statewithheld by it, local 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 and all such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate Taxes have been paid to the business appropriate Governmental Authorities or operations of set aside in appropriate accounts for future payment when due; (xiii) the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) granted or is subject to, any waiver of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable limitations for the Taxes assessment of another person that is not a subsidiary of Tax for any currently open taxable period; (xiv) the Company under (A) Treas. Reg. 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 Tax allocation, sharing agreement. The or indemnity agreement or otherwise has any potential or actual material Liability for the Taxes of another Person, whether by applicable Tax Law, as a transferee or successor or by contract, indemnity or otherwise; (xv) neither the Company has not made nor any paymentsof its former, current or future equity holders is obligated required to make payments include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder; (xvi) there is a party no Contract or employee benefit plan covering any Person that, individually or collectively, could give rise to an agreement that could obligate it to make the payment of any payments amount that would not be deductible under by the Company by reason of Section 280G or Section 162(m) of the Internal Revenue Code. For purposes , and no arrangement exists pursuant to which the Company or its Affiliate will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; (xvii) the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations Section 1.6011-4; (xviii) no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; (xix) the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; (xx) the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Section 4.14:Agreement will not have any material and adverse effect on such compliance; (xxi) no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and (xxii) there has not been any change in Tax accounting method by the Company and the Company has not received a ruling from, or signed an agreement with, any Taxing Authority that would reasonably be expected to have a material impact on Taxes of the Company or the equity holders of the Company following the Closing.

Tax Matters. The Company and each subsidiary Subsidiary has accurately prepared and timely filed ------------ in the manner prescribed by Applicable Law all U.S., foreign, federal, provincial, state and local Tax Returns which it is that are required to file under applicable laws; all such Tax Returns are true and accurate be filed by it and has been prepared in compliance with duly and timely paid all applicable laws; Taxes, assessments, governmental or other similar charges, including without limitation, all sales and use Taxes and all Taxes which the Company has paid all Taxes due and owing by it or any subsidiary Subsidiary is obligated to withhold from amounts owing to employees, creditors and any third parties (whether or not such Taxes amounts are required to be shown as due on a any Tax Return) ). No deficiency assessment with respect to a proposed adjustment of the Company’s or any Subsidiary’s U.S. federal and have withheld and paid over state, or local or foreign Taxes is pending or, to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employeeCompany’s knowledge, stockholder, creditor or other third parties; and since December 31, 1998, the charges, threatened. The accruals and reserves on the books and records of the Company and the Subsidiaries in respect of Tax liabilities for any Tax period not finally determined are adequate to meet any assessments and related liabilities for any such period. Since the date of the most recent audited consolidated financial statements, the Company and each Subsidiaries has not incurred any liability for Taxes other than in the ordinary course of its business. There are no Encumbrances or liens (other than Permitted Encumbrances) with respect to Taxes outstanding against the Company (including any provisions for deferred income taxes) reflected on the books assets, properties or business of the Company are adequate to cover any Tax 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 taxation by that jurisdictionSubsidiary. There are no foreigndisputes, federalProceedings, state investigations, audits, assessments, reassessments or local tax audits or administrative or judicial proceedings claims relating to Taxes now pending or being conducted with respect to the knowledge of the Company, threatened against the Company or any subsidiary; no information related Subsidiary. The Company and each Subsidiary does not have, and has never had, a permanent establishment in any country outside the United States or Canada, and neither the Company nor any Subsidiary is, or has ever been, subject to Tax matters has been requested by any foreign, federal, state in a jurisdiction outside the United States 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 Canada. None of the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) Subsidiary has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not ever been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this “reportable transaction” as defined in Treasury Regulations Section 4.14:1.6011-4(b).

Tax Matters. The Company and (a) Except as set forth on the attached Taxes Schedule: each subsidiary Consolidated Entity has filed ------------ all Tax Returns which it is required to file under applicable lawslaws and regulations; all such Tax Returns are true complete and accurate correct and has have been prepared in compliance with all applicable lawslaws and regulations; the Company each Consolidated Entity has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have has withheld and paid over to the appropriate taxing authorities Taxing authority all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholderequityholder, creditor or other third partiesparty unless contesting in good faith pursuant to appropriate proceedings; and since December 31, 1998, the charges, accruals and reserves for Taxes no Consolidated Entity has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency; the Company (including any provisions accrual for deferred income taxes) reflected Taxes on the books of the Company are Latest Balance Sheet would be adequate to cover any pay all Tax liabilities of the Company each Consolidated Entity if its current tax Tax year were treated as ending on the date hereof. No claim of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, no Consolidated Entity has incurred any liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by each Consolidated Entity is not expected to exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); the federal income Tax Returns of each Consolidated Entity 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 taxation by that jurisdiction. There are audited and closed for all Tax years through 1998; no foreign, federal, state or local tax Tax audits or administrative or judicial proceedings are pending or or, to the knowledge of the Company, being conducted with respect to the Company or any subsidiary; Consolidated Entity, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, Taxing authority and 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 Taxing authority. There ; and there are no 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 7121 liability of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Consolidated Entity.

Tax Matters. The Company (a) FIIC has duly filed all material federal, state, local and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are foreign tax returns 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 filed by 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 it with the Company Internal Revenue Service or other applicable taxing authority, and no extensions with respect to such tax returns have been requested or granted; (including b) FIIC has each paid, or adequately reserved against in FIIC’s Financial Statements, all material taxes due, or claimed by any provisions for deferred income taxestaxing authority to be due, from or with respect to it; (c) reflected on To the books knowledge of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim FIIC, there has been made no material issue raised or material adjustment proposed (and none is pending) by a the Internal Revenue Service or any other taxing authority in a jurisdiction where the Company does not file connection with any of its tax returns that the Company returns; (d) No waiver or extension of any subsidiary is or may be subject statute of limitations as to taxation by that jurisdiction. There are no foreign, any material federal, state state, local or local foreign tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters matter has been given by or requested by any foreign, federal, state or local taxing authorityfrom FIIC; 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (Ae) FIIC has not executed or entered into filed a closing agreement pursuant to 7121 consent under Section 341(f) of the Internal Revenue Code of 1986, as amended. For the purposes of this Section 2.9, a tax is due (and must therefore either be paid or adequately reserved against in FIIC’s Financial Statements) only on the last date payment of such tax can be made without interest or penalties, whether such payment is due in respect of estimated taxes, withholding taxes, required tax credits or any predecessor provision thereof other tax; (f) FIIC has not been a party to any tax sharing, allocation or indemnification agreement or arrangement. FIIC is not a member of an affiliated group filing a consolidated federal income tax return and does not have any liability for the taxes of any person under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law). FIIC has made all estimated income tax deposits and all other required tax payments or deposits (including withholding taxes); and (Bg) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of No federal, state, local or foreign law by reason of a change in accounting method initiated by the Company audits or any of its subsidiaries other administrative proceedings or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application court proceedings are presently pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 regard to any tax sharing agreementtaxes of FIIC wherein an adverse determination or ruling in one or all such proceedings would reasonably be expected to have a material adverse effect on FIIC. 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:2.10

Tax Matters. The Company (a) Each Project Entity and each subsidiary Shareco has timely filed, or caused to be filed ------------ on its behalf, all income Tax Returns which it is and all material non-income Tax Returns required to file under be filed (after giving effect to any extensions that have been requested by and granted to such party by the applicable laws; Governmental Authority, which extensions, if any, will be set forth in Part I of Schedule 3.16 delivered on the Initial Capital Contribution Date), and have timely paid, or caused to be paid on its behalf, all income Taxes and all material nonincome Taxes shown as due on such Tax Returns (other than those Taxes that it is contesting in good faith and by appropriate proceedings, which contests and/or proceedings, if any, are true set forth in Part II of Schedule 3.16). All such Tax Returns of the Project Entities and Shareco are complete and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and 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 material respects, except that no representation is being made hereby as to the appropriate taxing authorities all Taxes which it income Tax characteristics of the Project (including the depreciation allowances for the Project and whether the Project qualifies for the ITC, in each case other than as contained in this Agreement). None of the Project Entities or Xxxxxxx has executed (and is required to withhold from amounts paid not subject to) any waiver currently in effect or owing agreed to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes extension with respect to the Company (including statute of limitations for any provisions for deferred income taxes) reflected on the books Taxes or Tax Returns. No audit, examination or other administrative proceedings or court proceedings are presently ongoing, pending or have been threatened in writing with regard to any Taxes or Tax Returns of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofProject Entities or Shareco. No written claim has been made by a taxing any Tax authority in a jurisdiction where the Company applicable Project Entity or Shareco does not file tax returns a Tax Return that the Company applicable Project Entity or any subsidiary Shareco is or may be subject to taxation by Tax in that jurisdiction. There are no foreign, federal, state No power of attorney currently in force has been granted by any Project Entity or local tax audits Shareco (or administrative on such Project Entity’s or judicial proceedings pending or being conducted Shareco’s behalf) with respect to the Company Taxes of any such Project Entity or any subsidiary; no information related Shareco. Other than pursuant to Tax matters has been requested by any foreign, federal, state the Material Project Agreements or local taxing authority; and, except as disclosed abovethe Transaction Documents, no written notice indicating an intent material agreement as to open an audit indemnification for, contribution to or payment of Taxes exists between any Project Entity or Shareco and any other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authorityPerson. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement Other than pursuant to 7121 the Material Project Agreements or the Transaction Documents, none of the Internal Revenue Code Project Entities or Shareco have any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission liability for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) any Person as a transferee or successor, (C) by contract 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 280G None of the Internal Revenue Code. For purposes of this Project Entities or Shareco has applied to the IRS or any state tax authority for any Tax ruling with respect to the Project Entity, Shareco or the Project, other than to the extent related to a Specified Tax Law Change as provided by Section 4.14:2.2(d)(i), which ruling request has been made available to the Class A Equity Investors.

Tax Matters. The Company For purposes of this Agreement, (A) the term "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, property, use, sales, license, payroll and each subsidiary has franchise taxes, imposed by the United States, or any state, local or foreign government or subdivision or agency thereof whether computed on a unitary, combined or any other basis; and such term shall include any interest and penalties or additions to tax; and (B) the term "Tax Return" shall mean any report, return or other information required to be filed ------------ with, supplied to or otherwise made available to a taxing authority in connection with Taxes. Sellers have filed, and through the Closing will duly and timely file with the appropriate taxing authorities, all Tax Returns which it is required to file under applicable laws; be filed by them and all such Tax Returns are, or will be when filed, true, complete and correct in all material respects and Seller has paid or through the Closing Date will pay all Taxes shown to be due on such Tax Returns which are true due and accurate payable or claimed by any taxing authority to be due and has payable on such Tax Returns through periods ending on or before the Closing Date. All necessary sales Tax exemption certificates have been prepared obtained by Sellers and all such certificates have been properly completed and maintained. Sellers have not received notice of any outstanding audits, assessments, notices of deficiency, deficiencies, investigations, claims or demands for Taxes related to the Business or proposed deficiencies against either Seller for any Taxes related to the Business. No claims are being asserted with respect to any Taxes of Sellers related to the Business for which Buyer reasonably could be held liable. Sellers have complied in compliance all material respects with all applicable laws; Laws relating to the Company has paid all payment and withholding of Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld all amounts which were required by law to be withheld from the wages or salaries of their managers, officers and paid over to employees for all periods ending on or before the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to Closing Date, and are not liable for any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books managers, officers and employees of the Company are adequate Business for failure to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted comply with respect to the 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Laws.

Tax Matters. The Company and each subsidiary has filed ------------ all All material Tax Returns which it is required to file under applicable laws; be filed by the Company or any of its Subsidiaries have been filed, and all such Tax Returns are true complete and accurate correct in all material respects. The Company and has been prepared its Subsidiaries have paid in compliance with full all applicable laws; the Company has paid all material Taxes due and owing payable by it or any subsidiary (them, whether or not shown on such Tax Returns, or have made adequate provisions for such Taxes on the Company Balance Sheet. Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes other than in the ordinary course of business. There are required no material Tax Liens upon any of the assets or properties of the Company or any of its Subsidiaries other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received from any Governmental Entity any written notice of a material proposed adjustment, deficiency or underpayment of any Taxes that has not been resolved, and there is no material claim, audit, examination, Action, suit, proceeding or investigation now pending or that has been threatened in writing against the Company or any of its Subsidiaries relating to be shown on a Tax Return) and have withheld and paid over to Taxes. There are no material outstanding agreements, waivers or arrangements extending the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing statutory period of limitation applicable to any employeeclaim for, stockholderor the period for the collection or assessment of, creditor Taxes due from or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including or any provisions of its Subsidiaries for deferred income taxes) reflected on the books any taxable period, other than extensions of time to file Tax Returns. Neither the Company are adequate to cover nor any Tax liabilities of the Company if its current tax year were Subsidiaries has been a partner in a partnership or an owner of an interest in an entity treated as ending on a partnership for Tax purposes, other than where the date hereofinterest in the partnership is not material. No material written claim has been made in the last three years by a taxing authority any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns Tax Returns that the Company or any subsidiary is of its Subsidiaries is, or may be be, subject to taxation by that jurisdiction. There are no foreignNo closing agreement pursuant to Section 7121 of the Code (or any similar provision of any state, federal, state local or local tax audits foreign Law) has been entered into by or administrative or judicial proceedings pending or being conducted with respect to the 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 of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) is, or any subsidiary from any foreignhas ever been, federala member of an affiliated group of corporations filing a consolidated, state combined, unitary or local taxing authority. There are no material unresolved questions aggregate federal income Tax Return, or claims concerning the Company's Tax liability. The Company (Aii) has not executed or entered into a closing agreement pursuant to 7121 any material liability for the Taxes of any Person (other than the Internal Revenue Code or any predecessor provision thereof Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of state, local or foreign lawLaw), (B) as a transferee or successor, (C) or by contract (other than any contract, arrangement or indemnity or (D) otherwise. The Company is agreement the principal purpose of which does not a party relate 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:Taxes).

Tax Matters. (a) The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are income tax returns required to be shown on a Tax Returnfiled by the Company and all returns, reports and forms of other Taxes (as defined below) required to be filed by the Company, and have withheld and has paid over to the appropriate taxing authorities or provided for all Taxes which it is required shown to withhold be due on such returns and all such returns are accurate and correct in all material respects. True copies of federal and state income tax returns of the Company for each of the fiscal years from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since its inception through December 31, 19981997 have been delivered to LVCI. Except as set forth on Schedule 5.7, (i) no action or proceeding for the charges, accruals and reserves for assessment or collection of any Taxes with respect to is pending against the Company and no notice of any claim for Taxes, whether pending or threatened, has been received; (including ii) no deficiency, assessment or other formal claim for any provisions for deferred income taxes) reflected on the books of Taxes has been asserted or made against the Company are adequate to cover that has not been fully paid or finally settled; (iii) no issue has been formally raised by any Tax liabilities taxing authority in connection with an audit or examination of the Company if its current tax year were treated as ending on the date hereof. No any return of Taxes; and, (iv) no claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns Tax Returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, No federal, state or local foreign income tax audits returns of the Company have been examined, and there are no outstanding Tax rulings or administrative closing agreements or judicial proceedings pending waivers extending the applicable statutory periods of limitation for such Taxes or being conducted with respect otherwise having continuing effect for any period. All Taxes that the Company has been required to collect or withhold have been duly withheld or collected and, to the Company or any subsidiary; no information related extent required, have been paid 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 proper taxing authority. There are no material unresolved questions or claims concerning Set forth on Schedule 5.7 is a list of all jurisdictions in which the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant file Tax Returns, and the type of Tax Return that is required to 481 (a) of be filed. No Taxes will be assessed on or after the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by Closing Date against the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate tax period ending on or prior to the business or operations of the CompanyClosing Date other than for Taxes disclosed on Schedule 5.7. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company timely filed all information returns or reports, including forms 1099, that are required to be filed and has not made an election under 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. 1.1502-6 (accurately reported all information required to be included on such returns 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 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 280G of the Internal Revenue Codereports. For purposes of this Section 4.14:Agreement, "

Tax Matters. The Company and each subsidiary (a) CMT has filed ------------ with the appropriate governmental agencies all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true tax returns and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are reports required to be filed by it, and has paid in full or contested in good faith or made adequate provision for the payment of, Taxes (as defined herein) shown to be due or claimed to be due on a Tax Return) such tax returns and reports. The provisions for Taxes which will be set forth on the latest balance sheet included in the Financial Statements reflects and includes adequate provisions for the payment in full of any and all Taxes for which CMT is or could be liable, whether to any governmental entity or to other persons (as, for example, under tax allocation agreements), not yet due for any and all periods up to and including the date of such balance sheet; and all Taxes for periods beginning thereafter through the Effective Date have been, or will be, paid when due or adequately reserved against on the books of CMT and an amount of cash equal to the amount of such reserve will have been set aside for the payment of such Taxes. CMT has duly withheld all payroll taxes, FICA and other federal, state and local taxes and other items requiring to be withheld by it from employer wages, except to the extent contested in good faith and reserved against, and has duly deposited the same in trust for or paid over to the appropriate proper 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofauthorities. 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 material unresolved questions or claims concerning the Company's Tax liability. The Company (A) CMT has not executed or entered into filed with any taxing authority any agreement extending the periods for the assessment or collection of any Taxes, and is not a closing agreement pursuant party to 7121 any pending or, to the best of the knowledge of CMT, threatened, action or proceeding by any governmental authority for the assessment or collection of Taxes. Within the past three years, the United States federal income tax returns of CMT have not been examined by the Internal Revenue Service ("the IRS") nor has the States of Delaware, New Jersey, or any taxing authority thereof examined any merchandise, personal property, sales or use tax returns of CMT. There is no tax lien, whether imposed by any Federal, state, county, local or foreign taxing authority, outstanding against the assets, properties or business of CMT. After the date hereof, no election or consent with respect to any Tax (or the computation thereof) affecting CMT will be made without the prior written consent of Prime. CMT has not agreed to make and is not required to make any adjustment under Section 481(a) of the Internal Revenue Code Code, by reason of a change in accounting method or otherwise. CMT is not a party to any predecessor provision thereof tax sharing or allocation agreement. CMT has not been a member of an affiliated group filing a consolidated Federal income tax return and has no liability for Taxes under Treas. Reg. ss. 1.1502-6 (or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.

Tax Matters. The Company (i) It and each subsidiary has of its Subsidiaries have timely filed ------------ all income Tax Returns which it is and all other material Tax Returns required to file under applicable laws; be filed, and all such Tax Returns are true true, correct and accurate complete in all material respects. All income Taxes and has been prepared in compliance with all applicable laws; the Company has paid all other material Taxes due and owing payable by it or any subsidiary (whether of its Subsidiaries have been fully and timely paid, other than those that are being contested in good faith, as set forth in Section 3.3(l)(i) of its Disclosure Letter and that are reflected as a liability in its SEC Reports, Bank Reports or Financial Statements. No claim has been made by any Governmental Authority in any jurisdiction where it or any of its Subsidiaries does not file Tax Returns that it or its Subsidiaries is, or may be, subject to Tax by that jurisdiction that has not been finally settled or otherwise resolved. Neither it nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of any Tax that remains in effect. Except as set forth in such Taxes are section of its Disclosure Letter, no Tax Return filed by it or any of its Subsidiaries is under examination by any Governmental Authority or is the subject of any Proceeding, and no written notice of assessment, proposed assessment or unpaid Tax deficiency has been received by or asserted against it or any of its Subsidiaries by any Governmental Authority. As used herein, the term “Tax” or “Taxes”” shall mean all federal, state, local and foreign income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, gains, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, escheat and unclaimed property, occupation, and property taxes, together with any interest and any penalties, additions to tax or additional similar amounts, imposed by any Governmental Authority. As used herein, the term “Tax Return” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be shown on supplied to a Tax ReturnGovernmental Authority. (ii) It and have each of its Subsidiaries has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from have been withheld and paid in connection with amounts paid or owing to any employee, stockholdercreditor, creditor shareholder, independent contractor or other third parties; party. It and since December 31, 1998, the charges, accruals each of its Subsidiaries have complied in all material respects with all information reporting and reserves for Taxes with respect to the Company backup withholding provisions of applicable law. (including any provisions for deferred income taxesiii) reflected on the books of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon 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 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 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company its assets or any of its subsidiaries or has Subsidiaries’ assets. Neither it nor any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 sharing agreement. The Company has not made any payments, is obligated to make payments or its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than (a) such an agreement or arrangement exclusively between or among it and its Subsidiaries and (b) customary commercial agreements entered into in the ordinary course of business and not primarily related to Taxes that could obligate contain agreements or arrangements relating to the apportionment, sharing, assignment or allocation of Taxes (such as financing agreements with Tax gross-up obligations or leases with Tax escalation provisions)). Neither it to make nor any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes its Subsidiaries has (i) been a member of this Section 4.14:an affiliated group filing a

Tax Matters. The Each of the Company and each subsidiary the Company Subsidiaries has timely filed ------------ when due (taking account of timely filed extensions) all Tax Returns which it is has been required to file under applicable laws; and has timely paid or has timely withheld and remitted all Taxes shown on any Tax Return. All such Tax Returns are true true, correct and accurate complete in all material respects and has accurately reflect in all material respects all Taxes required to have been prepared in compliance with all paid, except to the extent of items that may be disputed by applicable laws; taxing authorities but for which there is substantial authority to support the position taken by the Company has paid all Taxes due or the Company Subsidiary and owing by it or any subsidiary (whether or not such Taxes are required to be shown which have been adequately reserved against in accordance with GAAP 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 consolidated balance sheet at December 31, 19982010 included in the Company 10-K. No Tax lien has been filed by any taxing authority against the Company or any of the Company Subsidiaries or any of their assets, the chargesother than properties acquired through foreclosure or similar processes and held for sale. Except as Previously Disclosed, accruals and reserves for no Federal, Commonwealth, United States Virgin Islands, foreign, state or local audits or other administrative proceedings or court proceedings in any jurisdiction with regard to Taxes are currently pending or threatened with respect regard to the Company or any of its the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries (i) is a party to any agreement providing for the allocation or sharing of Taxes, (ii) has participated in or cooperated with an international boycott as that term is used in Section 999 of the Internal Revenue Code of 1986, as amended (the”Code”), or (iii) is liable as a transferee, a successor or otherwise for any Tax incurred by any other person. There is no material intercompany income or gain which may in the future become taxable to the Company, whether on disposition of particular assets or Company Subsidiaries or otherwise. Except as Previously Disclosed, no Tax Return of the Company or any of the Company Subsidiaries is the subject of an audit by any taxing authority (including any provisions for deferred income taxesstate or local taxing authority) reflected on in the books Commonwealth of Puerto Rico, the Company are adequate to cover United States, the U.S. Virgin Islands or any other nation. All deficiencies asserted or assessments made as a result of any Tax liabilities of the Company if its current tax year were treated as ending on the date hereofaudits that are not being contested in good faith by appropriate proceedings and for which appropriate reserves have been established have been paid in full. No At least since January 1, 2006, no claim has been made by a taxing an authority in a jurisdiction where the Company or any of the Company Subsidiaries does not file tax returns a Tax Return that the Company or any subsidiary of the Company Subsidiaries is or may be subject to taxation by that jurisdiction. Except as Previously Disclosed, neither the Company nor any Company Subsidiary (i) has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each case, that is still in effect, or has pending a request for any such extension or waiver or (ii) has or has ever had a permanent establishment in any country other than the country of its organization, or is or has ever been subject to Tax in a jurisdiction outside the country of its organization. The Company is not a “controlled foreign corporation” within the meaning of Section 957 of the Code, nor will it become a “controlled foreign corporation” as a result of the transactions contemplated by this Agreement. Neither the Company nor any of the Company Subsidiaries is (i) a passive foreign investment company within the meaning of Section 1297 of the Code or (ii) a shareholder, directly or indirectly, in such a passive foreign investment company. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to current limitations on the 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 utilization by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no 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 7121 of the Internal Revenue Company Subsidiaries of its respective net operating loss carryforwards under any applicable Tax law, including Section 382 of the Code or any predecessor provision thereof (or any similar provision of state, local or foreign non-U.S. law; ). The transactions described herein occurring on the Closing Date and (B) has any other transactions contemplated by this Agreement and the other Investor Agreements will not agreed to or is required to make any adjustments pursuant to 481 (a) of result in a limitation on the Internal Revenue Code or any similar provision of state, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations utilization of the Company’s or FirstBank’s net operating loss carryforwards under any applicable provision of Puerto Rico income Tax law. The Company has not been a United States real property holding corporation within the meaning net operating loss carryforward of 897(c)(2) FirstBank as of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 1.1502-6 (or comparable provisions of stateDecember 31, local or foreign law), (B) 2010 as a transferee result of losses that have been or successor, will be reflected on FirstBank’s Puerto Rico income tax returns (Cat least some of which are or will be subject to audit) 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 280G of the Internal Revenue Codeat least $550,000,000. For the purposes of this Section 4.14:Agreement, the term “Taxes” means (1) all Commonwealth of Puerto Rico, U.S. Virgin Islands, British Virgin Islands, U.S. federal, state, local, foreign or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including taxes on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, (2) liability for the payment of any

Tax Matters. The Company All taxes arising under the Code Generale des Imports or any other jurisdiction within which the Seller is subject to tax including, without limitation, any income, profits, employment, social security, sales, use, occupation, excise, real property, personal property or ad valorem taxes or any license or franchise fees or taxes (collectively, "Taxes"), due and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable lawspayable by the Seller have been paid; all such Tax Returns are true Taxes not yet due have been fully accrued on the books of the Seller and accurate and has adequate reserves have been prepared in compliance with all applicable lawsestablished therefor; the Company has paid all Taxes due and 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 which have been provided on the financial statements delivered pursuant hereto for all fiscal periods prior to and ending at June 30, 1997 and November 7, 1997, respectively, are adequate; there are no unpaid assessments for additional Taxes for any fiscal period nor is there any basis therefor not provided for in said financial statements. The Seller has duly and timely filed all federal, state, local and foreign income tax returns and all other returns heretofore required to be filed with respect to the Company (including any provisions for deferred income taxes) reflected on the books all Taxes. Attached hereto as Schedule 6.18 are copies of the Company are adequate to cover any Tax 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 taxation by that jurisdiction. There are no all foreign, federal, state or and\or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 returns filed by the Company or any subsidiary from any foreign, federal, state or local taxing authoritySeller over the past three (3) years. There are no material unresolved questions tax liens on any assets of the Seller and no basis exists for the imposition of any such liens. No adjustment of or claims concerning deficiency for any Tax or claim for additional Taxes has been proposed, threatened, asserted or assessed against the Company's Tax liabilitySeller. The Company (A) has Seller is not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or involved in any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local 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, or has any application pending dispute with any taxing authority requesting permission for any changes in accounting methods that relate as to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that any nature. There are no audit examinations being conducted or threatened, and there is not a subsidiary of no deficiency or refund litigation or controversy in progress or threatened, with respect to any Taxes previously paid by the Company under (A) Treas. Reg. 1.1502-6 (Seller 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 with respect to any tax sharing agreementreturns previously filed by or on behalf of the Seller. The Company Seller has not made filed any paymentsextension or waiver of any statute of limitations relating to the assessment or collection of Taxes. There are in effect no powers of attorney or other authorizations to any persons to represent the Seller with respect to any Tax. No consent, is obligated to make payments agreement or is a party to an agreement that could obligate it to make other undertaking has been filed by the Seller in connection with any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:Tax.

Tax Matters. The Company and each subsidiary has filed ------------ all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate in all material respects and has been prepared in compliance with all applicable lawslaws in all material respects; the Company has paid all Taxes due and 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 Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No To the knowledge of the Company, 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 taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the 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 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 (S) 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and or (B) has not agreed to or is required to make any adjustments pursuant to (S) 481 (a) of the Internal Revenue Code or any similar provision of stateslate, local 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, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of (S) 897(c)(2) of the Internal Revenue Code during the applicable period specified in (S) 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 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. 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 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 280G of the Internal Revenue Code. For purposes of this Section 4.14:.