Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have Each of Seller and Subsidiary (w) has prepared in good faith and duly and timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension of time within which to file) all material income and other material tax returns Tax Returns (including any statements, forms and reports), domestic and foreign, as defined below) required to be filed by the Parent Borrower and its Subsidiariesit, and all such Tax Returns are complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (iix) have with respect to any Tax Returns that are required to be filed after the date hereof but prior to the Closing Date, each of Seller and Subsidiary shall prepare in good faith and duly and timely paid or caused file (taking into account any extension of time within which to have timely file) all such Tax Returns and such Tax Returns shall be complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (y) has paid all material taxes payable by them which have become Taxes (as defined below) relating to Purchased Assets that it is (or was) required to pay, whether or not shown as due on such Tax Returns, and assessments which have become duehas withheld all Taxes it has been obligated to withhold from amounts owing to any employee, creditor or third party, except for those with respect to matters contested in good faith and adequately disclosed and for which adequate reserves have been established and which are set forth in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge Section 6.14(i) of the Parent Borrower Seller Disclosure Letter; and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries (z) has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending not waived any statute of limitations with respect to Taxes relating to the payment Purchased Assets or collection agreed to any extension of taxes time with respect to a Tax assessment or deficiency. Seller and Subsidiary have complied in all material respects with all applicable Laws relating to Taxes relating to Purchased Assets. Except as set forth in Section 6.14(i) of the Parent Borrower Seller Disclosure Letter, there are no pending, or to the Knowledge of Seller, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters relating to Purchased Assets involving Seller or Subsidiary. Seller has made available to Purchaser true and correct copies of the Israeli Tax Returns and German income and VAT Tax Returns filed by Seller and Subsidiary for each of the fiscal years ended December 31, 2006, 2005 and 2004; neither Seller nor Subsidiary has filed (and was not required to file) any of its Subsidiaries that would reasonably be expected to haveincome or VAT Tax Returns in any jurisdictions other than Israel and Germany for such fiscal periods, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims have been made relating to Purchased Assets by any other jurisdiction that Seller and/or Subsidiary is or may be subject to income or VAT taxation by that jurisdiction. The unpaid Taxes of Seller and Subsidiary (A) did not, as of the date hereof, exceed the reserves for Tax liabilities (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (B) will not exceed such reserves as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller and Subsidiary in filing their Tax Returns. Neither Seller nor Subsidiary has incurred any liability for Taxes relating to Purchased Assets outside the ordinary course of business consistent with past custom and practice. Seller and Subsidiary are pending orin compliance in all material respects with all terms and conditions of any Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement, approval or order of any Governmental Body relating to Purchased Assets and, to the best knowledge Knowledge of Seller, subject to receipt of the Parent Borrower or Approvals required herein, the execution of this Agreement will not have any adverse effect on the validity and effectiveness of its Subsidiariesany such Tax exemptions, proposed or threatened with respect to any taxesTax incentive, fees Tax holiday or other charges for any taxable period that would reasonably be expected to have, either individually Tax reduction agreement or in the aggregate, a Material Adverse Effectorder.

Tax Returns and Payments. The Except for failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes Taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower Each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent Borrower and income, properties or operations of the Company and/or its Subsidiaries, and (ii) have timely paid except where the failure to take such actions could not, either individually or caused in the aggregate, reasonably be expected to have timely a Material Adverse Effect. The Returns accurately reflect in all material respects all material liability for taxes of the Company and its Subsidiaries for the periods covered thereby except for amounts for which adequate reserves have been established in accordance with GAAP and except where noncompliance with the foregoing could not, either individually or in the aggregate, reasonably be expected to have Material Adverse Effect. Each of the Company and each of its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent, and other than those that have become due and assessments which have become due, except for those been or would be contested in good faith and adequately disclosed if asserted by the appropriate taxing authority and for which adequate reserves have been established in accordance with GAAPGAAP and except where the failure to take such actions could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesCompany, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to havewhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither As of the Parent Borrower nor any Closing Date, the Company and each of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or have properly accrued adequate reserves in accordance with GAAP for any material amount of taxes in dispute for a Return which is the subject of any waiver extending any the statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Company or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and (ii) have timely paid or caused to have timely paid all other material U.S. federal, state and non-U.S. taxes payable by them which that have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPpayable. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Restatement Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any taxable period that would reasonably be expected to havePerson (other than the Parent or any of its present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, either individually local, foreign or in the aggregate, a Material Adverse Effectprovincial law).

Tax Returns and Payments. The Parent Borrower Each Credit Party and its Subsidiaries (i) have timely each Subsidiary thereof has duly filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state, local and other material tax returns (including any statements, forms and reports), domestic and foreign, required by Applicable Law to be filed by filed, and has paid, or made adequate provision for the Parent Borrower payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its Subsidiariesproperty, income, profits and (ii) have timely paid or caused to have timely paid all material taxes payable by them assets which have become are due and assessments payable (other than (A) any amount the validity of which have become due, except for those is currently being contested in good faith by appropriate proceedings and adequately disclosed and for with respect to which adequate reserves in conformity with GAAP have been established provided for on the books of the relevant Credit Party or (B) to the extent that the failure to do so could not reasonably be expected to result in accordance with GAAPa Material Adverse Effect). Such returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. There is no action, suit, proceeding, investigation, ongoing audit or claim now pending examination or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened other investigation by any authority regarding Governmental Authority of the tax liability of any income taxes Credit Party or any other taxes relating to the Parent Borrower or any of its Subsidiaries Subsidiary thereof, in each case that would could reasonably be expected to haveexpected, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Governmental Authority has asserted any Lien or other claim against any Credit Party or any of its Subsidiaries, proposed or threatened Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any taxes, fees amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens or other charges for any taxable period that would (c) to the extent such Lien or claim could not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments of a material amount for any of such years.

Tax Returns and Payments. The Parent Borrower Except where the failure to do so would not reasonably be expected, individually or in aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower Company and its Subsidiaries, and (ii) have timely paid paid, collected or remitted or caused to have timely paid paid, collected or remitted all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There To the best knowledge of the Company and its Subsidiaries, there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, or proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries, which, either individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. Neither As of the Parent Borrower Effective Date, neither the Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. To the best knowledge of the Company and its Subsidiaries, either individually or in the aggregate, a Material Adverse Effect. No no tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to haveperiod, except for Liens permitted under Section 6.03 and claims which, either individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect.

Tax Returns and Payments. The Parent Each of the Borrower and each of its ------------------------ Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material (with respect to the Borrower and its Subsidiaries taken as a whole) action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the Parent Borrower and its Subsidiaries and for which adequate reserves have been established in accordance with GAAP. There GAAP and there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectperiod.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. Neither , (a) there are no ongoing actions, suits, proceedings, investigations, audits, proposed or pending tax assessments, deficiencies or claims, to the Parent best knowledge of Holdings or any of its Subsidiaries, being asserted by any Governmental Authority regarding any Taxes relating to Holdings or any of its Subsidiaries; (b) each of Holdings and each of its Subsidiaries has paid or caused to be paid all Taxes and assessments payable by it which have become due, other than those that are being contested in good faith and for which Holdings, the Borrower or any of its Subsidiaries (as the case may be) has adequately disclosed and fully provided for on its financial statements in accordance with GAAP; (c) as of the Closing Date, (i) neither Holdings nor any of its Subsidiaries has entered into an a written agreement or waiver or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of Holdings or any of its Subsidiaries, and (ii), to the Parent Borrower best knowledge of Holdings or any of its Subsidiaries, the taxable years or other taxable periods of Holdings or any of its Subsidiaries that are subject to the normally applicable statute of limitations; and (d) each of Holdings and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the income, properties, or operations of, it. Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. No tax Liens have been filed , each such Return accurately reflects all liability for Taxes of Holdings and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesas applicable, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectperiods covered thereby.

Tax Returns and Payments. The Parent Borrower and each of its Restricted Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material Federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all Federal taxes and assessments shown to be due on such returns and all other material taxes and assessments, domestic and foreign, in each case payable by them which have become due and assessments it which have become due, other than those not yet delinquent and except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP. The Borrower and each of its Restricted Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date, except to the extent that the failure to make such payments or provide such reserves would not have a material adverse effect on the condition (financial or otherwise), operations, assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries taken as a whole. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Restricted Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Restricted Subsidiaries, except to the extent that any such action, proceeding, investigation, audit or claim would not have a material adverse effect on the condition (financial or otherwise), operations, assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, taken as a Material Adverse Effectwhole. Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries Restricted Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries not to be subject to the normally applicable statute of limitations, proposed except to the extent that any such agreement, wavier, request or threatened with respect to any taxescircumstance would not have a material adverse effect on the condition (financial or otherwise), fees operations, assets, liabilities or other charges for any taxable period that would reasonably be expected to have, either individually or in prospects of the aggregate, Borrower and its Restricted Subsidiaries taken as a Material Adverse Effectwhole.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect, (a) there are no ongoing actions, suits, proceedings, investigations, audits. Neither proposed or pending tax assessments, deficiencies or claims, to the Parent Borrower best knowledge of Parent, the Company or any of its Subsidiaries, being asserted by any Governmental Authority regarding any Taxes relating to Parent, the Company or any of its Subsidiaries; (b) each of Parent, the Company or each of its Subsidiaries has paid or caused to be paid all Taxes and assessments payable by it which have become due, other than those that are being contested in good faith and for which Parent, the Company or any of its Subsidiaries (as the case may be) has adequately disclosed and fully provided for on its financial statements in accordance with GAAP; (c) as of the Effective Date, (i) neither Parent, the Company nor any of its Subsidiaries has entered into an a written agreement or waiver or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of Parent, the Parent Borrower Company or any of its Subsidiaries, and (ii), to the best knowledge of Parent, the Company or any of its Subsidiaries, the taxable years or other taxable periods of Parent, the Company or any of its Subsidiaries that are subject to the normally applicable statute of limitations; and (d) each of Parent, the Company and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the income, properties, or operations of, it. Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. No tax Liens have been filed , each such Return accurately reflects all liability for Taxes of Parent, the Company and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesas applicable, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectperiods covered thereby.

Tax Returns and Payments. The Parent All Federal, state, foreign and other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Borrower and and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by liability for taxes of the Parent Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby. The Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent All Federal, state and other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Borrower and and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by liability for taxes of the Parent Borrower and its Subsidiaries, as the case may be, for the periods covered thereby. The Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower Each of Magellan and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent Borrower and income, properties or operations of, Magellan and/or any of its Subsidiaries, and (ii) have except where the failure to timely paid file or caused cause to be timely filed such Returns could not reasonably be expected to have timely a Material Adverse Effect. The Returns accurately reflect all liability for taxes of Magellan and its Subsidiaries for the periods covered thereby, except where the failure to accurately reflect a liability for taxes could not reasonably be expected to have a Material Adverse Effect. Each of Magellan and each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except other than (i) those for which the failure to pay could not reasonably be expected to have a Material Adverse Effect and (ii) those being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Magellan and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesMagellan, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower Magellan or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date and except as set forth on Schedule X, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Magellan nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Magellan or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of Magellan or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent the Borrower and each of its Subsidiaries (i) have has timely filed (including applicable extensions), or caused to be timely has had filed on its behalf, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent income, properties or operations of the Borrower and each of its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of the Borrower and (ii) each of its Subsidiaries as a whole for the periods covered thereby. The Borrower and each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. There Except as set forth on Schedule X hereto, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiariesany Senior Officer, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any and each of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Schedule X hereto, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and (ii) have timely paid or caused to have timely paid all other material U.S. federal, state and non-U.S. taxes payable by them which that have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPpayable. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsid­iaries. As of the Restatement Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any taxable period that would reasonably be expected to havePerson (other than the Parent or any of its present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, either individually local, foreign or in the aggregate, a Material Adverse Effectprovincial law).

Tax Returns and Payments. The Parent Each of the U.S. Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent income, properties or operations of the U.S. Borrower and/or its Subsidiaries. The Returns accurately reflect in all material respects all material liability for taxes of the U.S. Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby except for amounts for which adequate reserves have been established in accordance with GAAP. Each of the U.S. Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent, and other than those that have become due and assessments which have become due, except for those been or would be contested in good faith and adequately disclosed if asserted by the appropriate taxing authority and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiarieseach Borrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent U.S. Borrower or any of its Subsidiaries that would reasonably be expected to havewhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither As of the Parent Effective Date, the U.S. Borrower nor any and each of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or have properly accrued adequate reserves in accordance with GAAP for any amount of taxes in dispute for a Return which is the subject of any waiver extending any the statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent U.S. Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Each of the Borrower and each of its ------------------------ Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of the Borrower and for which adequate reserves have been established its Subsidiaries in accordance with GAAP. Each of the Borrower and each of its Subsidiaries has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of all federal, state and foreign income taxes which have not yet become due. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability of the Borrower or such Subsidiary giving rise to any taxes, fees or other charges for extension of any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectsuch normally applicable statute of limitation is not material.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. Neither , (a) there are no ongoing actions, suits, proceedings, investigations, audits, proposed or pending tax assessments, deficiencies or claims, to the Parent best knowledge of Holdings or any of its Restricted Subsidiaries, being asserted by any Governmental Authority regarding any Taxes relating to Holdings or any of its Restricted Subsidiaries; (b) each of Holdings and each of its Restricted Subsidiaries has paid or caused to be paid all Taxes and assessments payable by it which have become due, other than those that are being contested in good faith and for which Holdings, the Borrower or any of its Restricted Subsidiaries (as the case may be) has adequately disclosed and fully provided for on its financial statements in accordance with GAAP; (c) as of the Closing Date, (i) neither Holdings nor any of its Restricted Subsidiaries has entered into an a written agreement or waiver or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower Holdings or any of its Restricted Subsidiaries, and (ii), to the best knowledge of Holdings or any of its Restricted Subsidiaries, the taxable years or other taxable periods of Holdings or any of its Restricted Subsidiaries that are subject to the normally applicable statute of limitations; and (d) each of Holdings and each of its Restricted Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the income, properties, or operations of, it. Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. No tax Liens have been filed , each such Return accurately reflects all liability for Taxes of Holdings and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Restricted Subsidiaries, proposed or threatened with respect to any taxesas applicable, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectperiods covered thereby.

Tax Returns and Payments. The Parent Borrower Vanguard, VHS Holdco I and its each of the Subsidiaries of VHS Holdco I (ithe “VHS Subsidiaries”) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income Tax returns and all other material tax returns (including any statements, forms and reports)Tax returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes payable by them which have become Taxes levied or imposed upon it or its income, profits or properties that are due and assessments payable (including in its capacity as a withholding agent), other than those which have become due, except for those are being contested in good faith by appropriate proceedings diligently conducted and adequately disclosed and which are fully provided for which adequate reserves have been established on the financial statements of Vanguard, VHS Holdco I or the VHS Subsidiaries (as applicable) in accordance with GAAP. There , (b) Vanguard, VHS Holdco I and each of the VHS Subsidiaries have at all times provided adequate reserves (in accordance with GAAP) for the payment of all material Taxes applicable for all prior fiscal years and for the current fiscal year to date, (c) there is no action, suit, deficiency, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiariesany Credit Party, proposed or threatened in writing by any authority regarding any income taxes or any other taxes Taxes relating to the Parent Borrower Vanguard, VHS Holdco I or any of its the VHS Subsidiaries that would could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither material adverse effect on the Parent Borrower business, assets, liabilities, operations or condition (financial or otherwise) of VHS Holdco I and the VHS Subsidiaries taken as a whole and (d) as of the Initial Borrowing Date, none of Vanguard, VHS Holdco I nor any of its the VHS Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pending a request to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower Vanguard, VHS Holdco I or any of its Subsidiaries the VHS Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Vanguard, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower VHS Holdco I or any of its the VHS Subsidiaries not to be subject to the normally applicable statute of limitations. Notwithstanding anything to the contrary in this Section 7.09, the representations of Vanguard in this Section 7.09 are limited to Taxes and Tax matters related to the ownership of VHS Holdco I and the VHS Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Each of Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal and state income tax returns and all other material tax returns (including any returns, statements, forms and reports)reports for taxes, domestic and foreign, foreign (the "Returns") required to be filed by by, or with respect to the income, properties or operations of, Parent Borrower and and/or any of its Subsidiaries, and (ii) have timely paid or caused except to the extent failure to make such filings could not reasonably be expected to have timely a Material Adverse Effect. The Returns accurately reflect in all material respects all liability for taxes of Parent and its Subsidiaries for the periods covered thereby. Each of Parent and each of its Subsidiaries has paid all material taxes payable by them which have become due and assessments which have become duepayable, except for other than those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Parent and its Subsidiaries in accordance with GAAP, except to the extent failure to make such payment could not reasonably be expected to have a Material Adverse Effect. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would which could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Except for the extension, to March 31, 1997, of the filing deadline for the tax returns due September 15, 1996 for the Borrower's fiscal year ended June 30, 1996, each of the Borrower and its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower it (which are true and its Subsidiariescorrect in all material respects) and has paid all taxes and assessments due and payable, other than (a) those not yet delinquent and (iib) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance established, except, solely with GAAP. There is no action, suit, proceeding, investigation, audit respect to tax returns and taxes and assessments required to be filed or claim now pending or, paid by or on behalf of any such Person relating to periods prior to the best knowledge of the Parent Borrower and its SubsidiariesClosing Date, proposed or threatened by for any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havefailure which, either individually or in the aggregate, would not have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has paid, or has provided adequate reserves (in accordance with GAAP) for the payment of, all federal, state, local and foreign income taxes (including, without limitation, franchise taxes based upon income) applicable for all prior fiscal years and for the current fiscal year to the date hereof except, solely with respect to tax returns and taxes and assessments required to be filed or paid by or on behalf of any such Person relating to the period prior to the Closing Date, for any failures which, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending know of any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or proposed tax assessment against any of its Subsidiaries such Person that would could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. No tax Liens Effect which is not being actively contested in good faith by such Person to the extent affected thereby in good faith and by appropriate proceedings; PROVIDED, HOWEVER, that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been filed and no claims are pending or, to the best knowledge of the Parent Borrower made or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectprovided therefor.

Tax Returns and Payments. The Except as set forth on Schedule VI, each of the Parent Borrower and its Subsidiaries (i) have has timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Parent and its Subsidiaries, Subsidiaries as a whole for the periods covered thereby. Each of the Parent and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes (including, without limitation, all federal payroll withholding taxes) payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Schedule VI, either individually or in as of the aggregateThird Restatement Effective Date, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries that would not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. None of the Parent or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby. In addition, nothing set forth on Schedule XI hereto has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending ormaterial adverse effect on the performance, to the best knowledge business, assets, nature of assets, liabilities, properties, operations, condition (financial or otherwise) or prospects of the Parent Borrower or any of and its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, Subsidiaries taken as a Material Adverse Effectwhole.

Tax Returns and Payments. The Parent Borrower Each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent Borrower and income, properties or operations of the Company and/or its Subsidiaries, and (ii) have timely paid except where the failure to take such actions could not, either individually or caused in the aggregate, reasonably be expected to have timely a Material Adverse Effect. The Returns accurately reflect in all material respects all material liability for taxes of the Company and its Subsidiaries for the periods covered thereby except for amounts for which adequate reserves have been established in accordance with GAAP and except where noncompliance with the foregoing could not, either individually or in the aggregate, reasonably be expected to have Material Adverse Effect. Each of the Company and each of its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent, and other than those that have become due and assessments which have become due, except for those been or would be contested in good faith and adequately disclosed if asserted by the appropriate taxing authority and for which adequate reserves have been established in accordance with GAAPGAAP and except where the failure to take such actions could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesCompany, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to havewhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither As of the Parent Borrower nor any Closing Date, the Company and each of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or have properly accrued adequate reserves in accordance with GAAP for any amount of taxes in dispute for a Return which is the subject of any waiver extending any the statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Company or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, and (ii) or have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which provided adequate reserves have been established (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes payable by them. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Restatement Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any taxable period that would reasonably be expected to havePerson (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, either individually local, foreign or in the aggregate, a Material Adverse Effectprovincial law).

Tax Returns and Payments. The Parent Holdings, the Borrower and its each of their respective Subsidiaries are members of an affiliated group of corporations filing consolidated returns for federal income tax purposes, of which Holdings is the "common parent" (iwithin the meaning of Section 1504 of the Code) of such group (the "Holdings Group"). Each of Holdings, the Borrower and each of their respective Subsidiaries have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all federal Tax Returns and all material income and state or other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by Holdings, the Parent Borrower and/or any of their respective Subsidiaries and each such Tax Return is complete and correct in all material respects. Each of Holdings, the Borrower and its Subsidiaries, and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes Taxes due and payable by them other than those which have become due and assessments are not delinquent or which have become due, except for those are contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes Taxes relating to Holdings, the Parent Borrower or any of their respective Subsidiaries. The charges, accruals and reserves on the books of Holdings and its Subsidiaries that would reasonably be expected to havein respect of Taxes and other governmental charges are, either individually or in the aggregateopinion of the Borrower, a Material Adverse Effectin material conformity with GAAP. Neither As of the Parent Effective Date, none of Holdings, the Borrower nor or any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of Holdings, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, and the Borrower is not aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Holdings, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect their respective Subsidiaries not to any taxes, fees or other charges for any taxable period that would reasonably be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Each of the Borrower and its Restricted Subsidiaries (i) have timely has duly filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state, local and other material tax returns (including any statements, forms and reports), domestic and foreign, required by Applicable Law to be filed by filed, and has paid, or made adequate provision for the Parent Borrower payment of, all federal, state, local and other material taxes, assessments and governmental charges or levies upon it and its Subsidiariesproperty, income, profits and (ii) have timely paid or caused assets prior to have timely paid all material taxes payable by them which have become due and assessments which have become dueany delinquency, except for those being contested in good faith and adequately disclosed by appropriate proceedings diligently conducted and for which adequate reserves have been established in accordance with GAAP. There is no actionGAAP and, suit, proceeding, investigation, audit except for failures to file or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havepay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Such returns accurately reflect in all material respects all material liabilities for taxes of the Parent Borrower and its Restricted Subsidiaries for the periods covered thereby. There is no ongoing audit or examination or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the Borrower and its Restricted Subsidiaries. No Governmental Authority has asserted any Lien or other claim against the Borrower or any of its Subsidiaries Restricted Subsidiary with respect to unpaid taxes that would reasonably be expected to havehas not been discharged or resolved other than Permitted Liens and claims that could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No tax Liens have been filed The charges, accruals and no claims are pending or, to reserves on the best knowledge books of the Parent Borrower or and any of its SubsidiariesRestricted Subsidiaries in respect of federal, proposed state, local and other taxes for all Fiscal Years and portions thereof since the organization of the Borrower and any of its Restricted Subsidiaries are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or threatened with respect to any taxes, fees or other charges assessments for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectof such years.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. or non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in accordance with generally accepted accounting principles) for the payment of, all taxes shown as due on the Returns and (ii) have timely paid or caused to have timely paid all other material U.S. federal, state and non-U.S. taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves them. All taxes required to have been established in accordance with GAAPwithheld or collected by the Parent or any of its Subsidiaries from amounts paid or owing to any employee, shareholder, member, creditor or other third party have been duly withheld or collected and have been paid over to the applicable taxing authority. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the code or (ii) has any actual or potential liability for the taxes of any taxable period that would reasonably be expected to havePerson (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, either individually local, foreign or in the aggregate, a Material Adverse Effectprovincial law).

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its SubsidiariesSubsidiaries for the periods covered thereby. The Borrower and each of its Subsidiaries have at all times paid, and or have provided adequate reserves (iiin accordance with GAAP) have timely paid or caused to have timely paid for the payment of, all material taxes payable by them which that have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPpayable. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries Subsidiaries, except for such actions, suits, proceedings, investigations, audits, or claims that would are not reasonably be expected likely to have, either individually or in the aggregate, have a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Except as would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal, state, foreign and other material tax returns (including any local returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries; the Returns accurately reflect all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby; except as set forth on Schedule 6.09, each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There ; there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened (in writing) by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries; as of the Closing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period of its Subsidiaries not to be subject to the normally applicable statute of limitations; and neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that would reasonably be expected to have, either individually the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business) or any tax liability resulting from indemnification (or yield protection provisions) under this Agreement).

Tax Returns and Payments. The Each of Parent Borrower and each of its Restricted Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of, Parent Borrower and/or any of its Restricted Subsidiaries except where the failure to do any of the foregoing could not reasonably be expected to have, either individually, or in the aggregate, a Material Adverse Effect. Each of Parent and each of its Subsidiaries, and (ii) have timely paid or caused to have timely Restricted Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those (i) that are being contested in good faith and adequately disclosed and for with respect to which adequate reserves in conformity with GAAP (to the extent required thereby) have been established provided on the books of Parent or the relevant Restricted Subsidiary or (ii) as to which the failure to pay could not reasonably be expected to have, either individually, or in accordance with GAAPthe aggregate, a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Restricted Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Restricted Subsidiaries that would except as could not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. Neither As of the Effective Date, neither Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of Parent or any of its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations except, in each case, as could not reasonably be expected to have, either individually or in the aggregateindividually, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower Each of the Company and its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for Taxes (the "RETURNS") required to be filed by or with respect to the Parent Borrower income, properties or operations of the Company and/or any of its Subsidiaries. The Returns accurately reflect all material liability for Taxes of the Company and its Subsidiaries, Subsidiaries for the periods covered thereby. The Company and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes Taxes payable by them other than Taxes which have become are not due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPGAAP and for which non-payment would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There As of the Closing Date, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesCompany, proposed or threatened by any authority regarding any income taxes or any other taxes material Taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Closing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower Company or its Subsidiaries (except for the extension of time related to the income tax returns of the Company's Dutch Subsidiaries), or is aware of any circumstances that would cause the taxable years or other taxable periods of the Company or any of its Subsidiaries that would reasonably not to be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, subject to the best knowledge normally applicable statute of limitations. Neither the Parent Borrower or Company nor any of its SubsidiariesSubsidiaries has incurred, proposed or threatened will incur, any material Tax liability in connection with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectTransactions.

Tax Returns and Payments. The Parent Borrower Except as would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal, state, foreign and other material tax returns (including any local returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent Borrower income, properties or operations of, the Company and/or any of its Subsidiaries; the Returns accurately reflect all liability for taxes of the Company and its Subsidiaries, as applicable, for the periods covered thereby; except as set forth on Schedule 6.10 of the Company Disclosure Statement, each of the Company and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There ; there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened (in writing) by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries; as of the Closing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Company or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Company or any taxable period of its Subsidiaries not to be subject to the normally applicable statute of limitations; and neither the Company nor any of its Subsidiaries has incurred, nor will any of them incur, any tax liability in connection with the Transaction (it being understood that would reasonably be expected to have, either individually the representation contained in this sentence does not cover any future tax liabilities of the Company or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business) or any tax liability resulting from indemnification under the Transaction Documents.

Tax Returns and Payments. The Parent Borrower All Federal, material state and its Subsidiaries other material returns, statements, forms and reports for taxes (ithe "Returns") have timely filed or caused required to be filed by or with respect to the income, properties or operations of the Parent, the Borrower and/or any of their respective Subsidiaries have been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income and other material tax returns (including any statementsliability for taxes of the Parent, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiariestheir respective Subsidiaries for the periods covered thereby. The Parent, the Borrower and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for those and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 4.08(b) or Schedule IX, (a) there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Parent, the Borrower or any of its their respective Subsidiaries that would reasonably be expected to haveand (b) neither the Parent, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its their respective Subsidiaries (nor any other person on their behalf or as part of a consolidated group) has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Parent, the Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Parent, the Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent, proposed the Borrower nor any of their respective Subsidiaries (nor any other person on their behalf or threatened as part of a consolidated group) has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Parent, fees the Borrower nor any of their respective Subsidiaries has incurred, or other charges for will incur, any taxable period that would reasonably be expected to have, either individually or material tax liability in connection with the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Each of Communications, the Borrower and its each of their respective Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income returns and other material tax returns (including any statements, forms and reports), domestic and foreign, reports for taxes required to be filed by or with respect to the Parent income, properties or operations of Communications, the Borrower and/or any of their respective Subsidiaries. Such returns accurately reflect all liability for material taxes of Communications, the Borrower and its Subsidiariestheir respective Subsidiaries for the periods covered thereby. Each of Communications, the Borrower and (ii) have timely paid or caused to have timely their respective Subsidiaries has paid all material taxes payable by them it other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as provided in Schedule V, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Communications or the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Communications, the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havetheir respective Subsidiaries. Except as provided in Schedule V, either individually as of the Closing Date, none of Communications, the Borrower or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of Communications, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Communications, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Communications, proposed the Borrower or threatened any of their respective Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. None of Communications, fees the Borrower or any of their respective Subsidiaries has incurred, or will incur, any material tax liability with respect to the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower Each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent Borrower income, properties or operations of each of the Company and its Subsidiaries, as the case may be. The Returns accurately reflect in all material respects all liability for taxes of the Company and (ii) its Subsidiaries as a whole for the periods covered thereby. Each of the Company and its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them (including in its capacity as withholding agent) which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles and which would not individually or in the aggregate cause a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Closing Date, either individually or in neither the aggregateCompany, a Material Adverse Effect. Neither the Parent Borrower Company nor any of its their Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of the Parent Borrower Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that would the representation contained in this sentence does not cover any future tax liabilities of the Company or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business). The Company and each of its Subsidiaries have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Neither the Company nor any of its Subsidiaries have ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably be expected to haveto, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. (a) The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries (the "Returns"). The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Borrower and each of its Subsidiaries have at all times paid, and or have provided adequate reserves (iiin accordance with generally accepted accounting principles) have timely paid or caused to have timely paid for the payment of, all material U.S. federal, state and non-U.S. income taxes applicable for all taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPthem. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would which could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. Neither As of the Parent Effective Date, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to havethe normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, either individually or will incur, any material tax liability in the aggregate, a Material Adverse Effectconnection with any Vessel Acquisition.

Tax Returns and Payments. The Parent Borrower and each of its Restricted Subsidiaries (i) have has timely filed or caused to be timely filed (or filed for extension) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state, local and foreign tax returns and other material tax returns (including any statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Restricted Subsidiaries, except where the failure to timely file or cause to be timely filed such Returns would not cause a Material Adverse Effect, and all such Returns are correct and complete in all material respects, except where the failure to timely file or cause to be timely filed such Returns would not result in a Material Adverse Effect. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Restricted Subsidiaries, as applicable, for the periods covered thereby. The Borrower and (ii) have timely paid or caused to have timely each of its Restricted Subsidiaries has paid all material taxes and assessments payable by them it which have become due and assessments which have become 105 due, except for other than (i) those that are being contested in good faith by appropriate proceedings and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP. There is no action, suit, proceeding, investigation, audit GAAP or claim now pending or, (ii) those the failure to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havepay, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Neither There is no tax assessment proposed in writing against the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Restricted Subsidiaries that would reasonably be expected to havewould, either individually or in the aggregateif made, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have each of the Sellers has prepared and timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to fileextensions) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable Laws and regulations in all material respects, and all such Tax Returns are true, complete and accurate in all material respects. All Taxes with respect to the Assets or Business due and payable by the Parent Borrower or each of the Sellers (whether or not shown or required to be shown on any Tax Return) have been timely paid (taking into account extensions). The Parent and its Subsidiarieseach of the Sellers has withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due Forms W-2 and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves 1099 required with respect thereto have been established in accordance with GAAPproperly completed and timely filed. There is no action, suit, proceeding, investigation, audit Proceeding pending or claim now pending or, threatened in writing with respect to the best knowledge of any Taxes for which the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Seller has or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecthave any liability. Neither the Parent Borrower nor any of its Subsidiaries Seller has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending waived any statute of limitations relating in respect of Taxes or agreed to the payment or collection any extension of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened time with respect to a Tax assessment or deficiency (except, in each case, in connection with any automatic or automatically granted extension to file any Tax Return). There are no Liens for Taxes on any of the Assets, except for Permitted Liens. Neither Parent nor any Seller (i) is a party to any Tax sharing, Tax allocation, Tax indemnity or similar Contract other than any such Contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has ever been a member of an affiliated, consolidated, combined, or unitary group and (iii) has liability for the Taxes of any other Person. In accordance with and to the extent required by applicable Law, the Parent and each Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar transfer taxes. Neither the Parent nor any Seller is currently the beneficiary of any extension of time within which to file any Tax Return (except, fees in each case, in connection with any automatic or automatically granted extension to file any Tax Return). There have never been any claims in writing by any Governmental Authority in a jurisdiction where the Parent or any Seller does not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Parent and each Seller is not a “foreign person” within the meaning of Section 1445 of the Code. Neither the Parent nor any Seller is subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other charges for equity interests in any taxable period Person. No power of attorney that would reasonably is currently in effect with respect to the Assets has been granted by the Parent or any Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be expected treated as owned by another person pursuant to havethe so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, either individually as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the aggregateCode, or (iv) subject to any long term contract within the meaning of Code Section 460. Neither the Parent nor any Seller is currently, and has not been, a Material Adverse Effectparty to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2) (as modified by published IRS guidance).

Tax Returns and Payments. The Parent Borrower Each of Workflow and each of its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material United States federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it (giving effect to any filing extension duly obtained in connection therewith) and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Workflow and its Subsidiaries in accordance with GAAP. Workflow and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of Workflow) for the payment of, all United States federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Workflow or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Workflow nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Workflow or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of Workflow or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Workflow nor any of its Subsidiaries will incur any taxes in connection with the Transaction, except for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectUnited States and Canadian income taxes which will accrue from the collateralization of the Loans with the assets and stock of DBF.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes or an extension therefor (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of, the Parent Borrower and/or any of its Subsidiaries where the failure to file such Returns would have, or would reasonably be expected to have, a Material Adverse Effect. The Returns accurately reflect in all material respects all liability for taxes of the Parent and its Subsidiaries, Subsidiaries as a whole for the periods covered thereby. Each of the Parent and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes and assessments payable by them which have become due and assessments which have become dueit, except for other than those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Parent and its Subsidiaries in accordance with GAAPGAAP or the non-payment of which would not have, or would not reasonably be expected to have, a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would have, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations that would have, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending orExcept as set forth on Schedule V, to the best knowledge as of the Amendment and Restatement Effective Date, neither the Parent Borrower or nor any of its SubsidiariesSubsidiaries have incurred, proposed or threatened will incur, any material tax liability in connection with respect to the Transaction or any taxesother transactions contemplated hereby that would have, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectEffect (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Parent or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

Tax Returns and Payments. The Parent Borrower and each of its Restricted Subsidiaries (i) have has timely filed or caused to be timely filed (or filed for extension) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state, local and foreign tax returns and other material tax returns (including any statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Restricted Subsidiaries, except where the failure to timely file or cause to be timely filed such Returns would not cause a Material Adverse Effect, and all such Returns are correct and complete in all material respects, except where the failure to timely file or cause to be timely filed such Returns would not result in a Material Adverse Effect. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Restricted Subsidiaries, as applicable, for the periods covered thereby. The Borrower and (ii) have timely paid or caused to have timely each of its Restricted Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than (i) those that are being contested in good faith by appropriate proceedings and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP. There is no action, suit, proceeding, investigation, audit GAAP or claim now pending or, (ii) those the failure to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havepay, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Neither There is no tax assessment proposed in writing against the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Restricted Subsidiaries that would reasonably be expected to havewould, either individually or in the aggregateif made, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have timely Subsidi­aries has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those contested in good faith fully provided for on the finan­cial statements of the Borrower and adequately disclosed and for which adequate reserves have been established its Subsidiaries in accordance with GAAP. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no action, suit, proceeding, investigationinvesti­gation, audit audit, or claim now pending or, to the best knowledge knowl­edge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would could reasonably be expected to havehave a material adverse effect on the busi­ness, either individually property, assets, liabilities (actual or in contingent), operations or condition (financial or other­wise) of the aggregate, Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pend­ing a request to enter into an agreement or waiver extending any statute of limitations relating relat­ing to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower Except for the extension, to March 31, 1997, of the filing deadline for the tax returns due September 15, 1996 for Holdings' fiscal year ended June 30, 1996, each of Holdings and its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower it (which are true and its Subsidiariescorrect in all material respects) and has paid all taxes and assessments due and payable, other than (a) those not yet delinquent and (iib) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance established, except, solely with GAAP. There is no action, suit, proceeding, investigation, audit respect to tax returns and taxes and assessments required to be filed or claim now pending or, paid by or on behalf of any such Person relating to periods prior to the best knowledge of the Parent Borrower and its SubsidiariesClosing Date, proposed or threatened by for any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havefailure which, either individually or in the aggregate, would not have a Material Adverse Effect. Each of Holdings and its Subsidiaries has paid, or has provided adequate reserves (in accordance with GAAP) for the payment of, all federal, state, local and foreign income taxes (including, without limitation, franchise taxes based upon income) applicable for all prior fiscal years and for the current fiscal year to the date hereof except, solely with respect to tax returns and taxes and assessments required to be filed or paid by or on behalf of any such Person relating to the period prior to the Closing Date, for any failures which, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Parent Borrower Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending know of any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or proposed tax assessment against any of its Subsidiaries such Person that would could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. No tax Liens Effect which is not being actively contested in good faith by such Person to the extent affected thereby in good faith and by appropriate proceedings; PROVIDED, HOWEVER, that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been filed and no claims are pending or, to the best knowledge of the Parent Borrower made or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectprovided therefor.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes Taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesTaxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Expect for failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse effect, the Borrower and its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its SubsidiariesBorrower, and (ii) have has timely paid or caused to have timely paid all material taxes payable by them it which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent The Borrower nor any of its Subsidiaries has not entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its SubsidiariesBorrower, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material tax returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. There The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign taxes applicable for all prior fiscal years and for the current fiscal year to date. As of the Restatement Effective Date, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Restatement Effective Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes Taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) have the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any Tax returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries, (ii) the Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its SubsidiariesSubsidiaries for the periods covered thereby, and (iiiii) have timely paid or caused to have timely each of the Borrower and its Subsidiaries has paid all material taxes Taxes payable by them which have become due and assessments which have become dueit (including in its capacity as withholding agent), except for other than those that are being contested in good faith by appropriate proceedings and adequately disclosed provided for as a reserve on the financial statements of Borrower and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Closing Date, either individually none of the Borrower or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterial amount of Tax.

Tax Returns and Payments. The Parent Borrower Holdings and each of its Subsidiaries (i) have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal and all material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of Holdings and its Subsidiaries, Subsidiaries for the periods covered thereby. Holdings and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as disclosed in the financial statements referred to in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings and the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Restatement Date, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of Holdings or any taxable period that would reasonably of its Subsidiaries not to be expected subject to havethe normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, either individually or will incur, any material tax liability in connection with the aggregateconsummation of the Transaction, a Material Adverse Effectthe Acquisition and the other transactions contemplated hereby.

Tax Returns and Payments. The Parent the Borrower and each of its Subsidiaries (i) have has timely filed (including applicable extensions), or caused to be timely has had filed on its behalf, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent income, properties or operations of the Borrower and each of its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of the Borrower and (ii) each of its Subsidiaries as a whole for the periods covered thereby. The Borrower and each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. There Except as set forth on Schedule X hereto, as of the Amendment No. 3 Effective Date, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiariesany Senior Officer, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any and each of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Schedule X hereto, either individually or in as of the aggregateAmendment No. 3 Effective Date, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower Each of the Parent, the Company and each of its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income and other material tax returns (including any statements, forms and reports)all other tax returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Parent, the Company and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. The Parent, the Company and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Parent) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its Parent, the Company or any of their respective Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Parent, the Company or any of its their respective Subsidiaries that would which could be reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. Neither As of the Parent Borrower Closing Date, neither the Parent, the Company nor any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower Parent, the Company or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Borrower Parent, the Company or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of the Parent, proposed the Company or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.Subsidiary thereof has incurred,

Tax Returns and Payments. The Parent Except for failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes Taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Each of Parent, Holdings, the Borrower and its each of their Subsidiaries (i) have timely filed or caused to be timely filed filed, on the due dates thereof -44- 52 or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal and all material income and other material tax returns (including any state returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of Parent and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of Parent, Holdings, the Borrower and its their respective Subsidiaries, as the case may be, for the periods covered thereby. Each of Parent, Holdings, the Borrower and (ii) their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Parent, Holdings or the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Parent, Holdings, the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havetheir respective Subsidiaries. As of the Initial Borrowing Date, either individually or in none of Parent, Holdings, the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Parent, Holdings, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Parent, either individually or in Holdings, the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Parent, proposed Holdings, the Borrower or threatened any of their respective Subsidiaries has incurred, or will incur, any material tax liability in connection with respect to any taxes, fees the Transaction or the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Except as set forth in Schedule III, the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for material taxes of Aleris and its Subsidiaries, as applicable, for the periods covered thereby. The Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments which have become duethem, except for those taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim (“Proceeding”) now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries, either individually other than Proceedings being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP or Local GAAP. Except as set forth in Schedule III, as of the aggregateBorrowing Date, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an any written agreement or waiver or been requested to enter into an any written agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Restatement Effective Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have Each of the Credit Parties has timely filed or caused to be timely filed (taking into account applicable extensions of time to file) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal, regional and local income tax returns and all other material tax returns returns, domestic and foreign (including any the "Returns"), and statements, forms and reports), domestic and foreignreports for taxes, required to be filed by by, or with respect to the Parent Borrower and its Subsidiariesincome, and (ii) have timely paid properties or caused to have timely operations of, each of the Credit Parties. The Returns accurately reflect in all material respects all liability for taxes of the Credit Parties as a whole for the periods covered thereby. Each of the Credit Parties has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established and fully provided for on the financial statements of the Credit Parties in accordance with U.S. GAAP. There is no material action, suit, proceeding, investigation, audit proceeding or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed investigation now pending, and to the best knowledge of the Borrower or any of its Subsidiaries, none of the foregoing have been threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectCredit Parties. Neither None of the Parent Borrower nor any of its Subsidiaries Credit Parties has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of such Credit Parties, or is aware of any circumstances that would cause the Parent Borrower taxable years or other taxable periods of any of the Credit Parties not to be subject to the normally applicable statute of limitations. None of the Credit Parties has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any of its Subsidiaries other transactions contemplated hereby that would could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. No Effect (it being understood that the representation contained in this sentence does not cover any future tax Liens have been filed and no claims are pending or, to the best knowledge liabilities of the Parent Borrower or any Credit Parties arising as a result of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those contested in good faith fully provided for on the financial statements of the Borrower and adequately disclosed and for which adequate reserves have been established its Subsidiaries in accordance with GAAP. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would could reasonably be expected to havehave a material adverse effect on the business, either individually property, assets, liabilities (actual or in contingent), operations or condition (financial or otherwise) of the aggregate, Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pending a request to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Each of the Borrower and each of its Restricted Subsidiaries (i) have has timely filed or caused to be timely filed (or filed for extension) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Restricted Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than (i) those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAPGAAP or (ii) to the extent the failure to pay such taxes or assessments could not reasonably be expected to result in a Material Adverse Effect. There As of the Initial Borrowing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by by, or with respect to the income, properties or operations of, the Parent Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Parent and its Subsidiaries, Subsidiaries as a whole for the periods covered thereby. Each of the Parent and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments which have become dueit, except for other than those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Parent and its Subsidiaries in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesParent, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havethat, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither material liability to the Parent Borrower and its Subsidiaries taken as a whole. Except as set forth on Schedule IV, neither the Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Parent or any taxable period of its Subsidiaries not to be subject to the normally applicable statute of limitations. None of the Parent or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that would reasonably be expected to have, either individually the representation contained in this sentence does not cover any future tax liabilities of the Parent or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Except as set forth on Annex V, the ------------------------ Borrower and each of its Subsidiaries (i) have timely Subsidiaries, if any, has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, other than those not yet delinquent and except for those contested in good faith and which are adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries, if any, in accordance with GAAP. There The Borrower and each of its Subsidiaries, if any, have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the date hereof. As of the Initial Borrowing Date there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or if any, threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries, either individually or in the aggregate, a Material Adverse Effectif any. Neither the Parent Borrower nor any of its Subsidiaries Subsidiaries, if any, has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed if any, or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries, if any, not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower Except as would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal, state, foreign and other material tax returns (including any local returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent Borrower income, properties or operations of, the Company and/or any of its Subsidiaries; the Returns accurately reflect all liability for taxes of the Company and its Subsidiaries, as applicable, for the periods covered thereby; except as set forth on Schedule 6.10, each of the Company and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There ; there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened (in writing) by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries; as of the Closing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Company or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Company or any taxable period of its Subsidiaries not to be subject to the normally applicable statute of limitations; and neither the Company nor any of its Subsidiaries has incurred, nor will any of them incur, any tax liability in connection with the Transaction (it being understood that would reasonably be expected to have, either individually the representation contained in this sentence does not cover any future tax liabilities of the Company or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business) or any tax liability resulting from indemnification under the Transaction Documents.

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Except for failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the DB1/ 115371409.4 appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes Taxes or any other taxes Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower All U.S. Federal income, German ------------------------ income, material state income and other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of Holdings and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower liability for taxes of Holdings and its Subsidiaries, Subsidiaries for the periods covered thereby. Holdings and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower Holdings and its Subsidiarieseach Borrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Annex IX, either individually or in as of the aggregateInitial Borrowing Date, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby. The Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are immaterial and those being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. There Except as provided on Schedule 7.09, there is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havethat, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Except as provided on Schedule 7.09, as of the Parent Initial Borrowing Date, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to have, either individually or in the aggregate, a Material Adverse Effectnormally applicable statute of limitations.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect, (a) there are no ongoing actions, suits, proceedings, investigations, audits. Neither proposed or pending tax assessments, deficiencies or claims, to the Parent Borrower best knowledge of Parent, the Company or any of its Restricted Subsidiaries, being asserted by any Governmental Authority regarding any Taxes relating to Parent, the Company or any of its Restricted Subsidiaries; (b) each of Parent, the Company or each of its Restricted Subsidiaries has paid or caused to be paid all Taxes and assessments payable by it which have become due, other than those that are being contested in good faith and for which Parent, the Company or any of its Restricted Subsidiaries (as the case may be) has adequately disclosed and fully provided for on its financial statements in accordance with GAAP; (c) as of the Effective Date, (i) neither Parent, the Company nor any of its Restricted Subsidiaries has entered into an a written agreement or waiver or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of Parent, the Parent Borrower Company or any of its Restricted Subsidiaries, and (ii), to the best knowledge of Parent, the Company or any of its Restricted Subsidiaries, the taxable years or other taxable periods of Parent, the Company or any of its Restricted Subsidiaries that are subject to the normally applicable statute of limitations; and (d) each of Parent, the Company and each of its Restricted Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the income, properties, or operations of, it. Except as would not reasonably be expected to have, either individually individually, or in the aggregate, a Material Adverse Effect. No tax Liens have been filed , each such Return accurately reflects all liability for Taxes of Parent, the Company and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Restricted Subsidiaries, proposed or threatened with respect to any taxesas applicable, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectperiods covered thereby.

Tax Returns and Payments. The Parent Borrower All Federal, material state and other ------------------------ material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Acquired Business and of Holdings and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income liability for taxes of the Acquired Business and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower of Holdings and its Subsidiaries, as the case may be, for the periods covered thereby. Holdings and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b) and (c), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings and the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Acquired Business or to Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower All Federal, material state and its Subsidiaries other material returns, statements, forms and reports for taxes (ithe "Returns") have timely filed or caused required to be filed by or with respect to the income, properties or operations of the Parent, the Borrower, Essex and/or any of their respective Subsidiaries have been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income liability for taxes of the Parent, the Borrower, Essex and other material tax returns (including any statementstheir respective Subsidiaries for the periods covered thereby. The Parent, forms the Borrower, Essex and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for those and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 4.08(b) or Schedule IX, (a) there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Parent, the Borrower, Essex or any of its their respective Subsidiaries that would reasonably be expected to haveand (b) neither the Parent, either individually or in the aggregateBorrower, a Material Adverse Effect. Neither the Parent Borrower Essex nor any of its their respective Subsidiaries (nor any other person on their behalf or as part of a consolidated group) has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower Parent, the Borrower, Essex or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Borrower Parent, the Borrower, Essex or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent, proposed the Borrower, Essex nor any of their respective Subsidiaries (nor any other person on their behalf or threatened as part of a consolidated group) has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Parent, fees the Borrower, Essex nor any of their respective Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower Each of the Company and each of its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent Borrower and income, properties or operations of the Company and/or its Subsidiaries, and (ii) have timely paid except where the failure to take such actions could not, either individually or caused in the aggregate, reasonably be expected to have timely a Material Adverse Effect. The Returns accurately reflect in all 40520117.12 material respects all material liability for taxes of the Company and its Subsidiaries for the periods covered thereby except for amounts for which adequate reserves have been established in accordance with GAAP and except where noncompliance with the foregoing could not, either individually or in the aggregate, reasonably be expected to have Material Adverse Effect. Each of the Company and each of its Subsidiaries has paid all material taxes payable by them other than taxes which are not delinquent, and other than those that have become due and assessments which have become due, except for those been or would be contested in good faith and adequately disclosed if asserted by the appropriate taxing authority and for which adequate reserves have been established in accordance with GAAPGAAP and except where the failure to take such actions could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesCompany, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that would reasonably be expected to havewhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither As of the Parent Borrower nor any Closing Date, the Company and each of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or have properly accrued adequate reserves in accordance with GAAP for any material amount of taxes in dispute for a Return which is the subject of any waiver extending any the statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Company or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower Each of Holding and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal and state income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreignforeign (the "Returns"), required to be filed by it with respect to the Parent Borrower income, properties or operations of Holding and/or any of its Subsidiaries (other than those, if any, for which extensions of time for filing have been obtained in accordance with applicable law). The Returns accurately reflect in all material respects all liability for taxes of Holding and its Subsidiaries, Subsidiaries as a whole for the periods covered thereby. Each of Holding and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes and assessments payable by them which have become due and assessments which have become due, except for other than those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Holding and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. There is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holding and the Parent Borrower and its Subsidiariesthreatened, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Holding or any of its Subsidiaries that would reasonably be expected to havethat, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectmaterial liability to Holding or any of its Subsidiaries. Neither As of the Parent Borrower Initial Borrowing Date, neither Holding nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holding or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of Holding or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holding nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. None of Holding or any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction or any other charges for transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any taxable period that would reasonably be expected to have, either individually future tax liabilities of Holding or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Each of the Borrower and each of its ------------------------ Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material United States federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, required to be filed by the Parent Borrower it (giving effect to any filing extension obtained in connection therewith) and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all United States federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of the Borrower or any taxable period that would reasonably of its Subsidiaries not to be expected subject to havethe normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries will incur any Taxes in connection with the Transaction. Prior to the Effective Date, either individually each of CFX, Inc., Alpine Gem Flower Shippers, Inc., The Xxx Xxxxx Company, Bay State Florist Supply, Inc., United Wholesale Florists of America, Inc., and American Florist Supply, Inc. made a valid S election under Section 1361 of the Code, and each also made all such elections required under any analogous provisions of state or in local law; and each will continue to be a valid S corporation through the aggregate, a Material Adverse EffectEffective Date.

Tax Returns and Payments. The Parent Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material U.S. federal income and other material tax returns (including any returns, statements, forms and reports)reports for taxes and all other material U.S. and non-U.S. tax returns, domestic statements, forms and foreign, reports for taxes required to be filed by or with respect to the income, properties or operations of the Parent Borrower and/or any of its Subsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the Parent and its SubsidiariesSubsidiaries as a whole for the periods covered thereby. The Parent and each of its Subsidiaries have at all times paid, and (ii) or have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which provided adequate reserves have been established (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes payable by them. All taxes required to have been withheld or collected by the Parent or any of its Subsidiaries from amounts paid or owing to any employee, shareholder, member, creditor or other third party have been duly withheld or collected and have been paid over to the applicable taxing authority. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges taxable periods of the Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any taxable period that would reasonably be expected to havePerson (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, either individually local, foreign or in the aggregate, a Material Adverse Effectprovincial law).