Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any other material tax returns required by Applicable Law to be filed, and all taxes shown to be due on such tax returns have been timely paid (other than any 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 or Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b)

Tax Returns and Payments. Each Credit Party of the Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, local and state and any other material tax Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other material Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Subsidiarysuch Person). Such tax returns accurately reflect in all material respects all liability for taxes Taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material tax the Tax liability of any Credit Party the Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)of its Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against any Credit Party the Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) of its Subsidiaries with respect to material unpaid taxes Taxes which has not been discharged or resolved (other than (ai) any 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 or Subsidiary such Person and (bii)

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than (a) where the failure to file, pay, or make provision could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (b) any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal, state, provincial, 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 Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Restricted Subsidiaries has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) any taxes shown to be due on such tax returns have been timely paid (other than any amount the validity of which is currently that are being contested in good faith by appropriate proceedings and with respect for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to which reserves the extent that the failure to do so could not reasonably be expected to result in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiary)a Material Adverse Effect. Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign the Borrower and its Restricted Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party the Borrower or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings Liens for taxes not yet due and with respect to which payable. The charges, accruals and reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party Borrower and any of its Subsidiaries in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof for all open years 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 material taxes or Subsidiary and (b)assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than (a) where the failure to file, pay, or make provision could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (b) any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b)

Tax Returns and Payments. Each Credit Party of the US Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryUS Borrower and its Subsidiaries and no Lien exists). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the US Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledge, or other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against any Credit Party the US Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged discharged, resolved or resolved (other than (a) any 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 adequately reserved for on the books of the relevant Credit Party US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state all material state, local and any other material tax and information returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, and material state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 Holdings and the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Loan Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law all applicable Legal Requirements to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its Property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings the subject of a Permitted Protest and with respect other than as could not reasonably be expected to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiarya Material Adverse Effect). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Restatement Effective Date, except as set forth on Schedule 6.65.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 Loan Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Loan 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 Loan Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state all material state, local and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and all material state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.63 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledgethe knowledge of any Responsible Officer, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)that could reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 Borrower adequate, and Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any all other material state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and all other material state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary that could not reasonably be expected to have a Material Adverse Effect and (b) Permitted Liens). 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 for any of such years that could reasonably be expected to have a Material Adverse Effect.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof, except for those listed in Schedule 7.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (ai) any 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 or Subsidiary and (bii) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit NATC Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings the subject of a Permitted Protest and with respect other than as could not reasonably be expected to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiarya Material Adverse Effect). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit NATC Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.65.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit NATC Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit NATC Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 NATC Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each NATC 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 NATC Party or any Subsidiary thereof are in the judgment of Holdings and the Borrower adequate, and neither Holdings nor the Borrower anticipates any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryBorrower and its Subsidiaries and no Lien exists). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledge, or other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)the Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against any Credit Party the Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged discharged, resolved or resolved (other than (a) any 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 adequately reserved for on the books of the relevant Credit Party Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the Borrower and any of its Subsidiaries are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 Party), except where the failure to file such tax returns or Subsidiary)pay such taxes could not reasonably be expected to have a Material Adverse Effect. Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except where the failure to accurately reflect such liability for taxes could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.6, there is no material ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 HGC and the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and federal, state and any other material tax returns required by Applicable Law to be filedfiled (except for extensions duly obtained), and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit Loan Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law all applicable Legal Requirements to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its Property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings the subject of a Permitted Protest and with respect other than as could not reasonably be expected to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiarya Material Adverse Effect). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.65.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 Loan Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Loan 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 Loan Party or any Subsidiary thereof are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.63 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledgethe knowledge of any Responsible Officer, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 Holdings and the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the US Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryUS Borrower and its Subsidiaries and no Lien exists). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the US Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledge, or other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against any Credit Party the US Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged discharged, resolved or resolved (other than (a) any 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 adequately reserved for on the books of the relevant Credit Party US Borrower and [Second Amendment – SCP Pool Corporation] 69 its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than (a) where the failure to file, pay, or make provision could not reasonable be expected to have a Material Adverse Effect, or (b) any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal, state, provincial, 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 Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any all other material state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and all other material state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.65.06, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary that could not reasonably be expected to have a Material Adverse Effect and (b) Permitted Liens). 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 Company adequate, and the Company does not anticipate any additional taxes or assessments for any of such years that could reasonably be expected to have a Material Adverse Effect.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, material state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit Borrower, every other Loan Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal material federal, state, provincial, territorial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, territorial, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 Borrower, each other Loan Party or Subsidiaryand each Subsidiary thereof). Such tax returns accurately reflect in all material respects all liability for taxes Taxes of the Borrower, any Credit other Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower and any other Loan Party, other investigation by any Governmental Authority of any material tax the Tax liability of the Borrower, any Credit other Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against the Borrower, any Credit other Loan Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes Taxes which has not been discharged or resolved (other than (ai) any 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 Borrower and any other Loan Party and (ii) Permitted Liens). The charges, accruals and reserves on the books of the Borrower, any other Loan Party and each Subsidiary thereof in respect of federal, state, provincial, territorial, local and other Taxes for all Fiscal Years and portions thereof since the organization of the Borrower, any other Loan Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and (b)the Borrower do not anticipate any additional Taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party United States Federal income tax returns of OSG and each Subsidiary thereof (its Subsidiaries have been examined and closed through the fiscal year ended December 31, 2002. OSG and its Subsidiaries have timely filed with the appropriate taxing authority all United States Federal, state, local and foreign income tax returns and all other than Immaterial Foreign Subsidiaries) has duly filed material tax or caused information returns which are required to be filed all federal and state by them (collectively, the “Tax Returns”). All of the Tax Returns (and any other tax or information return becoming due after the date hereof and on or before the Effective Date) are true and complete in all material tax returns required respects. OSG and its Subsidiaries have paid all material federal, state, local and foreign taxes (collectively, the “OSG Taxes”) due pursuant to the Tax Returns or pursuant to any assessment received by Applicable Law to be filedOSG or any Subsidiary, and all taxes shown to be due on such tax returns have been timely paid (other than any amount the validity of OSG Taxes which is currently are being contested in good faith by appropriate proceedings and with respect to for which adequate reserves (in conformity with GAAP consistently applied) shall have been provided for set aside on their books. The charges, accruals and reserves on the books of OSG and the relevant Credit Party or Subsidiary). Such tax returns accurately reflect Subsidiaries in respect of OSG Taxes are adequate in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 consistently applied. There is no material action, suit, proceeding, audit, investigation or claim pending or, to the knowledge of OSG or its Subsidiaries, threatened in respect of any OSG Taxes for which OSG or any of its Subsidiaries is or may become liable nor has any deficiency or claim for any OSG Taxes been provided for on proposed, asserted or, to the books knowledge of OSG or its Subsidiaries threatened. Neither OSG nor its Subsidiaries, has consented to any waivers or extensions of any statute of limitations with respect to the relevant Credit Party collection or Subsidiary and (b)assessment of any OSG Taxes against it.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax and information returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As Except for an IRS audit of the Closing Date, except as set forth on Schedule 6.6Borrower’s 2010 and 2011 tax returns for which no material additional taxes or assessments could reasonably be expected, there is no ongoing audit or examination or, to its knowledgethe Knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Material Foreign Subsidiaries)Subsidiary. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Material Foreign Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Material Foreign Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Material Foreign Subsidiary 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 Material Foreign Subsidiary are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Borrower Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryBorrower Party). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 Borrower Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Borrower 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 Borrower Party or any Subsidiary thereof are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state income tax returns and any all other material federal, state, provincial, territorial, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income taxes shown to be and all other material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Restricted Subsidiary). Such tax returns accurately reflect in all material respects all liability for all applicable taxes of any the related Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries)those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). As of the Closing Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted 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 Restricted Subsidiary thereof and ended prior to the Closing Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state income Tax returns and any all other material tax federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Restricted Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes all applicable Taxes of any the related Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Restatement Effective Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax the Tax liability of any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries)those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes Taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b)

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except Except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (ai) any 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 or Subsidiary and (bii) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each of the Credit Party Parties and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) their Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryParties and their Subsidiaries and no Lien exists), except as could not reasonably be expected to have a Material Adverse Effect. Such tax returns accurately reflect in all material respects all liability for taxes of any each Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of any Credit Party, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (and its Subsidiaries, other than Immaterial Foreign Subsidiaries)Liens for Taxes not yet due and payable. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings resolved. The charges, accruals and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Parties and any of their Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party and any of its Subsidiaries are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, material local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which that 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 or Subsidiarysuch Person). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except Except as set forth on Schedule 6.67.1(f), there is no ongoing audit or examination or, to its knowledgethe knowledge of Holdings or any Subsidiary thereof, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted in writing any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (ai) any amount the validity of which that 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 such Person and (ii) Permitted Liens). The charges, accruals and reserves on the relevant 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 Holdings and (b)the Borrower adequate.

Tax Returns and Payments. Each Credit Borrower Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryBorrower Party). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.67.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Borrower Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 Borrower Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Borrower 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 Borrower Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any other material tax and information returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted in writing any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state income tax returns and any all other material federal, state, provincial, territorial, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income taxes shown to be and all other material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Subsidiary). Such tax returns accurately reflect in all material respects all liability for all applicable taxes of any the related Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b)

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)that could reasonably be expected to have a Material Adverse Effect, except for those listed in Schedule 7.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (ai) any 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 or Subsidiary and (bii) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state income Tax returns and any all other material tax federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Restricted Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes all applicable Taxes of any the related Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax the Tax liability of any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries)those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes Taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). As of the Closing Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted 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 Restricted Subsidiary thereof and ended prior to the Closing Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any other material tax and information returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all income taxes shown to be and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted in writing any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal income and state and any other material tax federal, state, local and other Tax returns required by Applicable Law to be filed, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and has paid, or made adequate provision for the payment of, all taxes shown to be income and other material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Subsidiaryand except to the extent that failure do so could not reasonably be expected to have a Material Adverse Effect). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.66.6 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 material taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Transaction Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any all other material state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and all other material state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryTransaction Party). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Transaction Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.65.6 to the Disclosure Letter, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Transaction Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Transaction Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 Transaction Party or Subsidiary that could not reasonably be expected to have a Material Adverse Effect and (b) Permitted Liens). The charges, accruals and reserves on the books of each Transaction 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 Transaction Party or any Subsidiary thereof are in the judgment of the Company adequate, and the Company does not anticipate any additional taxes or assessments for any of such years that could reasonably be expected to have a Material Adverse Effect.

Tax Returns and Payments. Each Credit Party United States Federal income tax returns of OSG and each Subsidiary thereof (its Subsidiaries have been examined and closed through the fiscal year ended December 31, 1999. OSG and its Subsidiaries have timely filed with the appropriate taxing authority all United States Federal, state, local and foreign income tax returns and all other than Immaterial Foreign Subsidiaries) has duly filed material tax or caused information returns which are required to be filed all federal and state by them (collectively, the “Tax Returns”). All of the Tax Returns (and any other tax or information return becoming due after the date hereof and on or before the Initial Borrowing Date) are true and complete in all material tax returns required respects. OSG and its Subsidiaries have paid all material federal, state, local and foreign taxes (collectively, the “OSG Taxes”) due pursuant to the Tax Returns or pursuant to any assessment received by Applicable Law to be filedOSG or any Subsidiary, and all taxes shown to be due on such tax returns have been timely paid (other than any amount the validity of OSG Taxes which is currently are being contested in good faith by appropriate proceedings and with respect to for which adequate reserves (in conformity with GAAP consistently applied) shall have been provided for set aside on their books. The charges, accruals and reserves on the books of OSG and the relevant Credit Party or Subsidiary). Such tax returns accurately reflect Subsidiaries in respect of OSG Taxes are adequate in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 consistently applied. There is no material action, suit, proceeding, audit, investigation or claim pending or, to the knowledge of OSG or its Subsidiaries, threatened in respect of any OSG Taxes for which OSG or any of its Subsidiaries is or may become liable nor has any deficiency or claim for any OSG Taxes been provided for on proposed, asserted or, to the books knowledge of OSG or its Subsidiaries threatened. Neither OSG nor its Subsidiaries, has consented to any waivers or extensions of any statute of limitations with respect to the relevant Credit Party collection or Subsidiary and (b)assessment of any OSG Taxes against it.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof, in each case that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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. Each Credit Party of the Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Restricted Subsidiaries has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) any taxes shown to be due on such tax returns have been timely paid (other than any amount the validity of which is currently that are being contested in good faith by appropriate proceedings and with respect to for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP have been provided for on or (b) to the books of extent that the relevant Credit Party or Subsidiary)failure to do so could not reasonably be expected to result in a Material Adverse Effect. Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign the Borrower and its Restricted Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party the Borrower or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings Liens for taxes not yet due and with respect to which payable. The charges, accruals and reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party Borrower and any of its Subsidiaries in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof for all open years 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 material taxes or Subsidiary and (b)assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state income Tax returns and any all other material tax federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or Restricted Subsidiary). Such tax returns accurately reflect in all material respects all liability for taxes all applicable Taxes of any the related Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Restatement Effective Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material tax the Tax liability of any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries)those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes Taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). As of the Restatement Effective Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted 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 Restricted Subsidiary thereof and ended prior to the Restatement Effective Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the Canadian Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Restricted Subsidiaries has duly filed or caused to be filed all federal material federal, state, provincial and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be material federal, state, provincial, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryCanadian Borrower and its Restricted Subsidiaries and no Lien exists (other than a Lien permitted under Section 11.2(a)). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Canadian Borrower and its Restricted Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of any Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign the Canadian Borrower and its Restricted Subsidiaries), except as could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any Lien (other than a Lien permitted under Section 11.2(a)) or other claim against any Credit Party the Canadian Borrower or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings resolved. The charges, accruals and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party Canadian Borrower and its Restricted Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the Canadian Borrower and any of its Restricted Subsidiaries are, in the judgment of the Canadian Borrower adequate, and the Canadian Borrower does not anticipate any material amount of additional taxes or Subsidiary and (b)assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Restricted Subsidiaries has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) any taxes shown to be due on such tax returns have been timely paid (other than any amount the validity of which is currently that are being contested in good faith by appropriate proceedings and with respect to for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP have been provided for on or (b) to the books of extent that the relevant Credit Party or Subsidiary)failure to do so could not reasonably be expected to result in a Material Adverse Effect. Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledgethe knowledge of the Borrower, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign the Borrower and its Restricted Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party the Borrower or any Restricted Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings Liens for taxes not yet due and with respect to which payable. The charges, accruals and reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party Borrower and any of its Subsidiaries in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof for all open years 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 material taxes or Subsidiary and (b)assessments for any of such years.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal and state and any other material tax and information returns required by Applicable Law to be filed, except as set forth on Schedule 7.6, and has paid, or made adequate provision for the payment of, all taxes shown to be federal and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there 7.6. There is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material proposed tax liability of assessment against any Credit Party or any Subsidiary thereof that would, if made, have a Material Adverse Effect (other than Immaterial Foreign Subsidiariesany proposed tax assessment 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 Person). No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 material additional taxes or assessments for any of such years.

Tax Returns and Payments. Each Credit Party of the US Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns 57 required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or SubsidiaryUS Borrower and its Subsidiaries and no Lien exists). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the US Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledge, or other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against any Credit Party the US Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged discharged, resolved or resolved (other than (a) any 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 adequately reserved for on the books of the relevant Credit Party US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each Credit Party The Company and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be its Subsidiaries have correctly and timely prepared and filed all federal and state and any other material tax returns required to have been filed by Applicable Law to be filedit with all appropriate federal, state and local governmental agencies and timely paid all taxes owed by them. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes for all fiscal periods are adequate in all material respects, and all taxes shown there are no material unpaid assessments of the Company or any Subsidiary nor, to be due on the knowledge of the Company, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audit by any federal, state or local taxing authority except such tax returns have been timely paid (other than any amount the validity of as which is currently are not material and are being contested in good faith by appropriate proceedings the Company and with respect set forth in Section 2.09 of the DISCLOSURE SCHEDULE. All material taxes and other assessments and levies which the Company or any Subsidiary is required to which reserves in conformity with GAAP withhold or to collect for payment have been provided duly withheld and collected and paid to the proper governmental entity or third party. The Company has furnished the Investor with true and correct copies of all of its and the Subsidiaries' tax returns, including any amendments, for on all open years. There are no tax liens or claims pending or threatened against the books Company, or any Subsidiary or any of their respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between the Company or any Subsidiary and any other corporation or entity (other than between the Company and its consolidated Subsidiaries). The tax basis of the relevant Credit Party assets of the Company by category, including the classification of such assets as being depreciable or Subsidiary). Such amortizable, as reflected in its tax returns accurately reflect and related work papers, is true and correct in all material respects all liability for taxes respects. Except as set forth in Section 2.09 of the DISCLOSURE SCHEDULE, neither the Company, its Subsidiaries nor any Credit Party of the Company's stockholders has ever filed (a) an election pursuant to Section 1362 of the Internal Revenue Code of 1986, as amended (the "CODE"), that the Company or any Subsidiary thereof be taxed as an S corporation or (other than Immaterial Foreign Subsidiariesb) for the periods covered thereby. As a consent pursuant to Section 341(f) of the Closing DateCode, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, relating to its knowledge, other investigation by any Governmental Authority of any material tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries). No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b)collapsible corporations.

Tax Returns and Payments. Each Credit Party and each Domestic Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Domestic Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.66.1A(f), there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Domestic Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Domestic Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (ai) any 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 or Subsidiary and (bii) All-Inclusive Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Domestic 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 Domestic Subsidiary thereof are in the judgment the Credit Parties adequate, and the Credit Parties do not anticipate any additional taxes or assessments for any of such years. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Tax Returns and Payments. Each Credit Party of the US Borrower and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) its Subsidiaries has duly filed or caused to be filed all federal federal, state, provincial, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiary). Such tax US Borrower and its Subsidiaries and no Lien exists).Such returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) the US Borrower and its Subsidiaries for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there There is no ongoing audit or examination or, to its knowledge, or other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)the US Borrower and its Subsidiaries in each case, except as could not reasonably be expected to have a liability in excess of $5,000,000. No Governmental Authority has asserted any Lien or other claim against any Credit Party the US Borrower or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged discharged, resolved or resolved (other than (a) any 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 adequately reserved for on the books of the relevant Credit Party US Borrower and its Subsidiaries. The charges, accruals and reserves on the books of the US Borrower and any of its Subsidiaries in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of the US Borrower and any of its Subsidiaries are in the judgment of the Borrowers adequate, and the Borrowers do not anticipate any additional taxes or Subsidiary and (b)assessments for any of such years beyond those for which such reserves have been made.

Tax Returns and Payments. Each Credit Party and each Subsidiary thereof (other than Immaterial Foreign Subsidiaries) has duly filed or caused to be filed all federal federal, state, local and state and any other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due on such tax returns have been timely paid and payable (other than any 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 or SubsidiaryParty). Such tax returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 6.6, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of any material the tax liability of any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries)thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary thereof (other than Immaterial Foreign Subsidiaries) with respect to material unpaid taxes which has not been discharged or resolved (other than (a) any 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 or Subsidiary and (b) Permitted Liens). 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 for any of such years that could reasonably be expected to have a Material Adverse Effect.