Common use of Taxes Clause in Contracts

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All material Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date Closing Date by or with respect to the Assets or the operations or the income of this AgreementSeller and its Subsidiaries have, within the time and each manner prescribed by law, been duly filed with the appropriate tax authorities. All such Tax Return is correct Returns are true, correct, and complete in all material respects and (ii) duly all Taxes shown to be due on such Tax Returns have been paid. Seller and its Subsidiaries have timely paid in full or, or caused to be paid all Taxes required to be paid or have made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes therefor for all taxable years or periods ending on or prior to before the date Closing Date and for the portion of this Agreement, except for those Taxes being contested the taxable year or period through and including the Closing Date in good faiththe case of any Straddle Period. (b) There are no Liens Encumbrances for Taxes upon any property or assets of the Company Assets or upon the stock of any Seller's Purchased Subsidiary thereof, or upon the assets or properties of any Seller's Purchased Subsidiary except for Liens statutory liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofdue. (c) Neither the Company nor Each Seller's Purchased Subsidiary (i) have prepared in good faith and duly and timely filed all material Tax Returns required to be filed by any of its Subsidiaries has made them and all such filed Tax Returns are complete and accurate in all respects, (ii) have paid all Taxes that are required to be paid on or prior to the Closing Date or that any change Seller's Purchased Subsidiary is obligated to withhold on or prior to the Closing Date from amounts owing to any employee, creditor or third party, except with respect to matters contested in accounting methodsgood faith or adequately reserved on the books of the Seller's Purchased Subsidiary, received a ruling from and (iii) have not waived any Tax Authority or signed an agreement statute of limitations with regard respect to Taxes reasonably likely or agreed to have any extension of time with respect to a Company Material Adverse Effect.Tax assessment or deficiency; (d) No Audit (as hereinafter defined) by a Tax Authority is presently There are not pending with regard to or threatened in writing any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters of any Seller's Purchased Subsidiary. The Tax Returns of each Seller's Purchased Subsidiary for the Company or any of its Subsidiaries andtaxable periods ended before January 1, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has 1995 have been completed examined by the applicable Tax Authorities appropriate Governmental Entity (or the applicable statutes statute of limitation limitations for the assessment of Taxes for such periods have has expired) for ). A list of all periods through and including 1996audits, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents examinations or waivers to extend the statutory period of limitations applicable to the assessment investigations commenced or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries completed with respect to any Taxes Seller's Purchased Subsidiary with respect to taxable periods ending after December 31, 1994 is set forth in force.Section 4.24(d) of the Disclosure Schedule; (ge) Neither the Company nor any of its Subsidiaries No Seller's Purchased Subsidiary is a party to, or is bound by, or has any obligation under, any Tax sharing agreement, arrangement Tax indemnification agreement or policy relating similar contract or arrangement, and no Seller's Purchased Subsidiary has any potential liability or obligation to the allocationany person as a result of, indemnification or sharing of Taxes.pursuant to, any such agreement, contract or arrangement; (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (jf) No power of attorney is currently in force has been granted by or with respect any Business Subsidiary with respect to any matter relating to Taxes Taxes; (g) No Seller's Purchased Subsidiary is a party to any agreement, plan, contract or arrangement (whether oral or in writing) that could affect would result, separately or in the Company aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or any similar provision of its Subsidiariesstate, local or foreign law; (h) All material Tax deficiencies which have been claimed, proposed or asserted against any Seller's Purchased Subsidiary have been fully paid or finally settled, and no issue has been raised in any examination by any Tax authority, which, by application of similar principles, could reasonably be expected to result in the proposal or assertion of a material Tax deficiency for another year not so exam ined; (i) No Seller's Purchased Subsidiary has been a member of any affiliated group within the meaning of Section 1504 of the Code (or similar state, local, or foreign filing group). (j) Each of Seller's Purchased Subsidiaries have receipts or other appropriate documentation for all material foreign taxes, charges, fees, levies or other assessments paid or accrued from January 1, 1994; (k) Neither With respect to each Seller's Purchased Subsidiary that is classified as a partnership for United States federal income tax purposes or any Asset that is an interest in an entity that is classified as a partnership for United States federal income tax purposes, (i) each such partnership has complied with all applica ble requirements of the Company nor any Subsidiary shall become obligated in connection Code, including but not limited to the registration and investor list requirements applicable to tax shelters; (ii) all partnership allocations comply with the closing requirements of Section 704 of the Merger Code and (iii) the capital account with respect to any interest in such partnership being acquired hereunder or owned by any Seller Purchased Subsidiary does not have a deficit balance that is required to be restored; (l) Other than any Tax Returns which have not yet been required to be filed, Seller has made available to Purchaser true and correct copies of the United States federal income Tax Return and any material state, local or foreign Tax Return filed by each Seller's Purchased Subsidiary for each of the payment of any amount described in taxable years ended December 31, 1997, 1998, and 1999; (m) Section 162(m)(14.24(m) of the CodeDisclosure Schedule sets forth (i) all material elections with respect to Taxes of each Seller's Purchased Subsidiary and (ii) all foreign, state and local jurisdictions in which any Seller's Purchased Subsid iary is or has been subject to Tax and each material type of Tax payable in such jurisdiction during the taxable years ended December 31, 1999 and 2000; (n) Seller has previously delivered or made available to Purchaser complete and accurate copies of each of (i) all material audit reports, letter rulings, technical advice memoranda, and similar documents issued by a governmen tal authority from December 31, 1997 relating to the United States federal, state, local or foreign Taxes due from or with respect to any Seller's Purchased Subsidiary and (ii) any closing agreements entered into by any Seller's Purchased Subsidiary with any Tax authority in each case existing on the date hereof. Seller will deliver to Purchaser all materials with respect to the foregoing for all matters arising after the date hereof. (o) No Seller's Purchased Subsidiary is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar provision of state, local or foreign law) by reason of any voluntary change in account ing method (nor has any Governmental Entity proposed in writing any such adjust ment or change of accounting method).

Taxes. (a) Except as would not have a Holdings Material Adverse Effect or as set forth in on Section 3.16 4.9 of the Company Holdings Disclosure Schedule: (ai) Each of the Company Holdings and its Subsidiaries Worldwide (A) has (i) duly filed (or there have has been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) Governmental Entities all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreementit, and each all such Tax Return is Returns are true, correct and complete in and (B) has paid all material respects and Taxes due by it; (ii) duly paid There are no outstanding waivers in full orwriting or comparable consents regarding the application of any statute of limitations in respect of Taxes of Holdings or Worldwide; (iii) There is no action, made adequate accruals suit, investigation, audit, claim or assessment pending or proposed in writing or threatened in writing with respect to Taxes of Holdings or Worldwide and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date best of this AgreementHoldings' knowledge, except for those Taxes being contested in good faith.no basis exists therefor; (biv) There are no Liens for Taxes upon any property or the assets of the Company Holdings or any Subsidiary thereof, Worldwide except for Liens for relating to current Taxes not yet due and due; (v) All Taxes which Holdings or Worldwide are required by law to withhold or to collect for which adequate reserves payment have been established duly withheld and collected, and have been paid or accrued, reserved against and entered on the books of Holdings in accordance with GAAP with full provision made for the payment thereof.GAAP; and (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (jvi) No power of attorney which is currently in force has been granted by or with respect to Holdings or Worldwide with respect to any matter relating to Taxes. (b) Except as would not have a Holdings Material Adverse Effect, Holdings and its subsidiaries have previously delivered or made available to Laser (and its representatives) complete and accurate copies of: (i) all audit reports, letter rulings, technical advice memoranda relating to United States federal, state, local and foreign Taxes due from or with respect to Holdings or its subsidiaries; (ii) United States federal Tax Returns (to the extent that could affect the Company such Tax Returns relate to Holdings and its subsidiaries), and those state, local or foreign Tax Returns filed by (or on behalf of) Holdings or any of its Subsidiaries.subsidiaries (to the extent that such Tax Returns relate to Holdings and its subsidiaries) (including, in each case, workpapers related to such Tax Returns); (kiii) Neither any closing agreements entered into by Holdings or any of its subsidiaries with any taxing authority, in each case existing on the Company nor date hereof; and (iv) any Subsidiary shall become obligated in connection with Tax Sharing Arrangements and Tax indemnity arrangements to which Holdings or any of its subsidiaries was a party at any time prior to the closing of Closing Date. Holdings and its subsidiaries will deliver or make available to Laser (and its representatives) all similar materials for all matters arising after the Merger for the payment of any amount described in Section 162(m)(1) of the Codedate hereof.

Taxes. (a) Except as set forth may be specified in Section 3.16 4.11(a) of the Company Disclosure Schedule: , (ai) Each each of the Company and its Subsidiaries has duly and timely filed all Tax Returns required to have been filed by or with respect to the Company or such Subsidiary, (ii) each such Tax Return correctly and completely reflects all liability for Taxes and all other information required to be reported thereon, (iii) all Taxes owed by the Company and each Subsidiary of the Company (whether or not shown on any Tax Return) have been timely paid, and (iv) each of the Company and its Subsidiaries has adequately provided for, in its books of account and related records, all Liability for unpaid Taxes, being current Taxes not yet due and payable. (b) Except as may be specified in Section 4.11(b) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld and paid by it and has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto. (c) Except as may be specified in Section 4.11(c) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries (i) duly filed is the beneficiary of any extension of time within which to file any Tax Return, nor has Company or any of its Subsidiaries made (or there have been filed had made on its behalf) any requests for such extensions, or (ii) has waived (or is subject to a waiver of) any statute of limitations in respect of Taxes or has agreed to (or is subject to) any extension of time with respect to a Tax assessment or deficiency. (d) Section 4.11(d) of the appropriate Tax Authorities (as hereinafter defined) all Company Disclosure Schedule indicates those Tax Returns that have been audited and those Tax Returns that currently are the subject of audit. Except as set forth in Section 4.11(d) of the Company Disclosure Schedule (i) there is no Action now pending or threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax or any assessment or deficiency, and (ii) there are no liens for Taxes (other than current Taxes not yet due and payable) upon the assets of the Company. (e) Section 4.11(e) of the Company Disclosure Schedule lists, as hereinafter defined) required to be filed by it on or prior to of the date of this Agreement, and each such all jurisdictions in which the Company or any of its Subsidiaries currently files Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision Returns. No claim has been made on by any Taxing Authority in a jurisdiction where the Company or any of its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on Subsidiaries does not file Tax Returns that any of them is or prior may be subject to the date taxation by that jurisdiction or that any of this Agreement, except for those Taxes being contested in good faiththem must file Tax Returns. (bf) There are no Liens for Taxes upon any property None of the assets or assets properties of the Company or any Subsidiary thereofof its Subsidiaries constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code. Neither the Company nor any of its Subsidiaries is a party to any “safe harbor lease” within the meaning of Section 168(f)(8) of the Code, except for Liens for Taxes not yet due as in effect prior to amendment by the Tax Equity and for which adequate reserves have been established in accordance with GAAP with full provision made for Fiscal Responsibility Act of 1982, or to any “long-term contract” within the payment thereof. (c) meaning of Section 460 of the Code. Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received ever been a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (dUnited States real property holding corporation within the meaning of Section 897(c)(2) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Code. Company or any is not a “foreign person” within the meaning of its Subsidiaries and, to the knowledge Section 1445 of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceCode. (g) Neither the Company nor any of its Subsidiaries has agreed to or is required to make by reason of a party tochange in accounting method or otherwise, or is bound bycould be required to make by reason of a proposed or threatened change in accounting method or otherwise, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (hadjustment under Section 481(a) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of . Neither the Company and nor any of its Subsidiaries has been the Subsidiaries that are "includable corporations" “distributing corporation” (within the meaning of Section 1504(b355(c)(2) of the Code)) with respect to a transaction described in Section 355 of the Code within the 5-year period ending as of the date of this Agreement. (h) No Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction has, or at any time has filed since 1994 a consolidated return for had, an investment in “United States federal income Tax purposes on behalf property” within the meaning of itself and such Subsidiaries Section 956(c) of the Code. No Subsidiary of the Company is, or at any time has been, a passive foreign investment company within the meaning of Section 1297 of the Code and neither Company nor any of its Subsidiaries is a shareholder, directly or indirectly, in a passive foreign investment company. No Subsidiary of the Company that is incorporated in a non-U.S. jurisdiction is, or at any time has been, engaged in the conduct of a trade or business within the United States, or treated as or considered to be so engaged. (i) Neither the Company nor any of such its Subsidiaries (i) has ever been a party to any Tax allocation or sharing agreement or Tax indemnification agreement, (ii) has ever been a member of an affiliated group filing a consolidated United States federal affiliated, consolidated, condensed or unitary group, or (iii) has any Liability for or obligation to pay Taxes of any other Person under Treas. Reg. 1.1502-6 (or any similar provision of Tax Return other than the affiliated group in which they are currently members and of which Law), or as transferee or successor, by Contract or otherwise. Neither the Company is the common parent. (i) With respect to completed pay periods, the Company and each nor any of its Subsidiaries has withheld from its employeesis a party to any joint venture, independent contractorspartnership, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawor other arrangement that is treated as a partnership for federal income tax purposes. (j) No power Neither the Company nor any of attorney is currently its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any: (i) intercompany transactions or excess loss accounts described in force Treasury regulations under Section 1502 of the Code (or any similar provision of state, local, or foreign Tax Law), (ii) installment sale or open transaction disposition made on or prior to the Effective Time, or (iii) prepaid amount received on or prior to the Effective Time. (k) The Company has not entered into any transaction that constitutes a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). (l) Section 4.11(l) of the Company Disclosure Schedule lists each person who the Company reasonably believes is, with respect to the Company or any matter relating Affiliate of the Company, a “disqualified individual” within the meaning of Section 280G of the Code and the Regulations thereunder. (m) Neither the Company nor, to Taxes the Knowledge of Company, any of its Affiliates has taken or agreed to take any action (other than actions contemplated by this Agreement) that could affect would reasonably be expected to prevent the Merger from constituting a “reorganization” under Section 368 of the Code. The Company is not aware of any agreement or plan to which the Company or any of its Subsidiaries. (k) Neither Affiliates is a party or other circumstances relating to the Company nor or any Subsidiary shall become obligated in connection with the closing of its Affiliates that could reasonably be expected to prevent the Merger for the payment of any amount described in from so qualifying as a “reorganization” under Section 162(m)(1) 368 of the Code. (n) Except as may be specified in Section 4.11(l) of the Company Disclosure Schedule, the unpaid Taxes of the Company (i) did not, as of the date of the Most Recent Company Balance Sheet, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Company Balance Sheet (rather than in any notes thereto), and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns. Since the date of the Most Recent Company Balance Sheet, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business consistent with past custom and practice.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company Sellers and its Subsidiaries the Purchased Entities has (i) duly and timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior (taking into account all applicable extensions) with the appropriate Taxing Authority with respect to the date of this AgreementPurchased Entities, the Purchased Assets, and each such Tax Return is correct and complete in all material respects the Business, and (ii) duly paid all Taxes shown as due on such Tax Returns when payable. To the Knowledge of the Sellers, all such Tax Returns are true and correct in full orall material respects, made adequate accruals and reserves were prepared in its books substantial compliance with all applicable Laws and records in accordance with GAAP with full provision (or there has been paid or such provision regulations. To the Knowledge of the Sellers, since January 1, 2007, no claim has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on by a Taxing Authority in a jurisdiction where a Seller or prior a Purchased Entity does not file Tax Returns that any such entity is or may be subject to taxation by that jurisdiction with respect to the date Business, the Purchased Entities, or the Purchased Assets. Neither the Seller (specifically with respect to the Business or the Purchased Assets) nor the Purchased Entities is currently the beneficiary of this Agreement, except for those Taxes being contested in good faithany extension of time within which to file any Tax Return. (b) There To the Knowledge of the Sellers, there are no Liens material Encumbrances for Taxes upon the Purchased Assets or any personal property or assets of the Company or any Subsidiary thereofPurchased Entities, except for Liens for Taxes not yet due and Permitted Encumbrances or Encumbrances for which adequate reserves have been established provided in accordance with GAAP with full provision made for the payment thereofFinancial Statements. (c) Neither Except as set forth in Section 4.7(c) of the Company nor Disclosure Schedule, to the Knowledge of the Sellers, there is no audit, examination, deficiency, refund litigation or proposed adjustment with respect to any material amount of its Subsidiaries has made Taxes pending or in progress or threatened with respect to any change in accounting methods, received a ruling from any Tax Authority Taxes of the Sellers (specifically with respect to the Business or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectthe Purchased Assets) or of the Purchased Entities. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns To the Knowledge of the Company or any of its Subsidiaries andSellers, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There there are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any income Taxes or material income Tax deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries Sellers (specifically with respect to the Business or the Purchased Assets) or the Purchased Entities. (e) To the Knowledge of the Sellers, the Sellers (specifically with respect to the Business or the Purchased Assets) and the Purchased Entities are in material compliance with all applicable information reporting and Tax withholding requirements under U.S. federal, state and local, and non-US Tax Laws. (f) To the Knowledge of the Sellers, no Seller (specifically with respect to the Business or the Purchased Assets) or Purchased Entity is a party to, is bound by or has any Taxes is in forceobligation under any Tax sharing, Tax allocation or Tax indemnity agreement or similar contract or arrangement. (g) Neither To the Company nor any Knowledge of its Subsidiaries is a party tothe Sellers, or is bound by, any agreement, arrangement or policy relating no Seller (specifically with respect to the allocationBusiness or the Purchased Assets) or Purchased Entity has engaged in a transaction that the Internal Revenue Service has identified by regulation or other form of published guidance as a listed transaction, indemnification or sharing of Taxesas set forth in Treas. Reg. § 1.6011-4(b)(2). (h) The Company, Except as the common parent of an affiliated group of corporations (as defined set forth in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b4.7(h) of the Code)Disclosure Schedule, has filed to the Knowledge of the Sellers, since 1994 a consolidated return January 1, 2007, there are no Liabilities for United States federal income Tax purposes on behalf Taxes of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return Person (other than for the affiliated group in which they are currently members and Purchased Entities) under Treasury Regulation Section 1.1502-6 (or any similar provision of which state, local, or foreign law) or as a transferee or successor, by contract, or otherwise with respect to the Company is Purchased Entities, the common parentPurchased Assets, or the Business. (i) With respect No Purchased Entity will be required to completed pay periodsinclude any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Company and each Closing Date as a result of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid (i) a change in method of accounting for a taxable period ending on or prior to the appropriate Closing Date, (ii) “closing agreements” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax Authoritylaw) executed on or prior to the Closing Date, proper amounts (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) a prepaid amount received on or prior to the Closing Date not in all material respects with all the ordinary course of business, or (v) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax withholding provisions of applicable law) or (vi) election pursuant to Code Section 108(i) made effective on or prior to the Closing Date. (j) No power To the Knowledge of attorney is currently the Sellers, no Purchased Entity has distributed stock of another Person, or has had its stock distributed by another Person, in force with respect a transaction that was purported or intended to any matter relating to Taxes that could affect be governed in whole or in part by Section 355 or Section 361 of the Company or any of its SubsidiariesCode. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(14.7(k) of the CodeDisclosure Schedule correctly sets forth each entity classification election that has been made pursuant to Section 301.7701-3 of the U.S. Treasury Regulations with respect to the Purchased Entities, and with respect to each such election, the effective date thereof and the classification elections pursuant thereto. (l) Each Purchased Entity has complied with all statutory provisions, rules, regulations, orders and directions in respect of any value added or similar tax on consumption, has promptly submitted accurate returns, maintains full and accurate records, and is not a member of a group or consolidation with any other company for the purposes of VAT. (m) None of the Purchased Entities is currently a “passive foreign investment company” as that term is defined in Code Section 1297(a). (n) No withholding is required under Code Section 1445 in respect of the consideration payable under this Agreement.

Taxes. Except as set forth would not reasonably be expected to have, individually or in Section 3.16 of the Company Disclosure Scheduleaggregate, a Parent Material Adverse Effect: (ai) Each of the Company income or franchise Tax Return and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate each other material Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) Return required to be filed with any Taxing Authority by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company Parent or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for filed when due and is true and complete in all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid.material respects; (fii) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company Parent and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in Taxing Authority all material respects with Taxes shown as due and payable on all Tax withholding provisions of applicable law.Returns that have been so filed; (jiii) No power of attorney is currently in force the accruals and reserves with respect to any matter relating Taxes as set forth on the Parent Balance Sheet are adequate (as determined in accordance with GAAP); (iv) adequate accruals and reserves (as determined in accordance with GAAP) have been established for Taxes attributable to Taxes that could affect taxable periods (or portions thereof) from the Company Parent Balance Sheet Date; (v) there is no action, suit, investigation, proceeding or audit pending or, to Parent’s knowledge, threatened against or with respect to Parent or any of its SubsidiariesSubsidiaries in respect of any material Tax; and (vi) there are no Liens for material Taxes on any of the assets of Parent or any of its Subsidiaries other than Liens for Taxes not yet due or being contested in good faith (and, in either case, which have been disclosed on Section 5.14(a)(vi) of the Parent Disclosure Schedule) or for which adequate accruals or reserves have been established on the Parent Balance Sheet. (kb) Neither The income and franchise Tax Returns of Parent and its Subsidiaries through the Company nor Tax year ended December 31, 1993 have been examined and the examinations have been closed or are Tax Returns with respect to which the applicable period for assessment, after giving effect to extensions or waivers, has expired. The federal Tax Returns have been examined and the applicable federal statute of limitations (including extensions) have expired for Tax years through December 31, 2000 as well as for Tax years December 31, 2007 and December 31, 2008. (c) No jurisdiction in which Parent or any Subsidiary shall become obligated of its Subsidiaries does not file Tax Returns has asserted that Parent or any of its Subsidiaries is or may be liable for Tax in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Codethat jurisdiction.

Taxes. Except as set forth in on Section 3.16 4.11 of the Company Disclosure Schedule: (a) Each of Schedule and except as would not reasonably be expected to be material to the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted taken as a result of such Audits which have not been finally resolved and fully paid. whole: (fa) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employeesfiled or caused to be filed all federal, independent contractors, creditors, stockholders, customers state and third parties, non-U.S. Tax returns that are required to be filed and timely has paid all Taxes shown to be due and payable on said returns and all other Taxes (other than any amount the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions validity of applicable law. (j) No power of attorney which is currently being contested in force good faith by appropriate proceedings in each case, with respect to any matter relating to Taxes that could affect which reserves in conformity with GAAP have been provided on the books of the Company or any of its Subsidiaries. , as the case may be), (kb) Neither no Tax Lien has been filed other than Permitted Liens, (c) to the Knowledge of the Company, there is no pending claim with respect to unpaid Taxes (except for any such Tax liabilities to Taxing authorities outside of the United States which are not, in the aggregate, material to the Company and its Subsidiaries taken as a whole), (d) neither the Company nor any Subsidiary shall become obligated thereof is party to any tax sharing agreement, other than an agreement the principal purpose of which is not the allocation of Taxes, and (e) the unpaid Taxes of the Company and any Subsidiary do not exceed the reserves for Tax liability set forth on the financial statements of the Company and its Subsidiaries as adjusted for the passage of time through the Closing Date in connection accordance with the closing past custom and practice of the Merger Company and its Subsidiaries. The representations set forth in this Section 4.11 and Section 4.13 (below) are the only representations and warranties in this Agreement with respect to Tax matters, and any claim for breach of a representation or warranty with respect to Tax matters shall be based on the payment representations and warranties made in this Section 4.11 and Section 4.13 (below) and shall not be based on the representations and warranties set forth in any other provision of any amount described in Section 162(m)(1) of the Codethis Agreement.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (ai) Each of the Company Echo Holdco and its Subsidiaries has (iA) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all material Tax Returns (as hereinafter defined) required to be filed by it and (B) timely paid all Taxes shown as due on or prior to the date of this Agreement, and each such Tax Return is Returns. All such Tax Returns were correct and complete in all material respects respects. Each of Echo Holdco and (ii) duly its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid by it in full or, made adequate accruals and reserves in its books and records in accordance connection with GAAP with full provision (or there has been any amounts paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior owing to the date of this Agreement, except for those Taxes being contested in good faithany Person. (bii) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, (except for Liens for Taxes not yet due and or for which adequate reserves have been established on the Balance Sheet of the Echo Business in accordance with GAAP with full provision made for GAAP) upon any of the payment thereofassets or properties included in the Echo Business. (ciii) Neither the Company nor any of its Subsidiaries has made any change in accounting methodsThere are no U.S. federal, received a ruling from any state, local or non-U.S. Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently audits currently pending with regard to any material Taxes or Tax Returns of the Company Echo Holdco or any of its Subsidiaries andin which a Taxing Authority has raised an issue that relates to the Echo Business, and to the knowledge of the CompanyEcho Parties, no such Audit Tax audit is threatened. (e) An Audit of each United States federal income Tax Return . To the knowledge of the Company Echo Parties, no claim has ever been made by a Taxing Authority in a jurisdiction where Echo Holdco or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction as a consequence of operating the Echo Business. (iv) None of Echo Holdco and its Subsidiaries (A) has, during the last eight years, been a member of an affiliated, consolidated, combined or unitary group (other than any such group the common parent of which was Echo Holdco or a Subsidiary of Echo Holdco) or (B) during the two-year period ending on the date hereof, was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code. (v) None of Echo Holdco and its Subsidiaries will be required to include in or for, or allocate with respect to, a Post-Closing Tax Period a material amount of taxable income attributable to income economically realized in a Pre-Closing Tax Period (nor has any material deduction economically attributable to a Post-Closing Tax Period been completed by the applicable claimed in a Pre-Closing Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and Period), including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidany (A) change in accounting method made prior to the Closing Date, (B) closing or similar agreement with any Tax authority entered into prior to the Closing, (C) installment sale or open transaction disposition made on or prior to the Closing Date, (D) election under Section 108(i) of the Code or (E) prepaid amount received prior to the Closing Date. (fvi) There are no agreements, consents or waivers to extend the statutory period None of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, Echo Holdco and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, to any understanding or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined described in Section 1504 6662(d)(C)(ii) of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (, or has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent1.6011-4. (ivii) With respect to completed pay periodsNotwithstanding any other provision of this Agreement, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts nothing in all material respects with all Tax withholding provisions of applicable law. this Agreement (jincluding this Section 4.01(t) No power of attorney is currently in force or otherwise) shall be construed as providing a representation or warranty with respect to the existence, amount, expiration date or limitations on (or availability of) any matter relating to Taxes that could affect the Company Tax asset or method of Tax accounting of any of Echo Holdco or its SubsidiariesSubsidiaries for a Post-Closing Tax Period. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each All Company Consolidated Income Tax Returns and any other material Tax Returns of the Company and its Subsidiaries has (i) duly filed (or there Broadcasting required to have been filed on its behalf) or before the date hereof have been filed with the appropriate Tax Authorities (as hereinafter defined) governmental agencies in all jurisdictions in which such Tax Returns (as hereinafter defined) were required to be filed by it on or prior to the date have been filed. All of this Agreement, and each such Tax Return is Returns were true, correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending shown to be due on such Tax Returns have been paid. All material Taxes payable by or with respect to the Company and its Subsidiaries but not reflected on any Tax Return required to have been filed prior to the date of this Agreement, except for those Taxes being contested the most recent balance sheet included in good faiththe Company 10-Q have been fully paid or adequate provision therefor has been made and reflected on such balance sheet. (b) There are Except as set forth on Schedule 3.11(b) hereto, there is no Liens for Taxes upon any property claim or assets of investigation involving an amount greater than $1,000,000 pending or threatened against the Company or any Subsidiary thereofof its Subsidiaries for past Taxes, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (cclaims or investigations set forth on Schedule 3.11(b) Neither has been made as reflected on the Company Financial Statements. Except as set forth on Schedule 3.11(b), neither the Company nor any of its Subsidiaries has made waived or extended any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard applicable statute of limitations relating to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of federal, state or local Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forcerespectively. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (hc) The CompanyCompany is not, as and on the common parent of Closing Date will not be, an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (investment company within the meaning of Section 1504(b368(a)(2)(F)(iii) and (iv) of the Code). (d) Except for the Technical Advice Request currently pending with the IRS relating to the examination of the 1993 and 1994 Company Consolidated Income Tax Returns and the Closing Agreement executed by the Company on May 11, 1994, a copy of which has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and been furnished to Acquiror, neither the Company nor any of such Subsidiaries Broadcasting Subsidiary has been pending a member of an affiliated group filing a consolidated United States federal Tax Return Ruling Request (as defined below) other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing Contribution, Distribution and Merger or entered into a Closing Agreement (as defined below) with the IRS. "Tax Ruling Request," as used in this Agreement, shall mean a request for a written ruling of a Taxing authority relating to Taxes. "Closing Agreement," as used in this Agreement, shall mean a material written and legally binding agreement with the Merger for the payment of any amount described in Section 162(m)(1) of the CodeIRS relating to Taxes.

Taxes. Except as set forth The Company and each subsidiary has filed all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and have been prepared in Section 3.16 compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and has withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1999, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company Disclosure Schedule: (a) Each are adequate to cover any Tax liabilities of the Company and if its Subsidiaries has (i) duly filed (or there have been filed current tax year were treated as ending on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision hereof. No claim has been made on its behalf for its sole benefit and recourse) for by a taxing authority in a jurisdiction where the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of Company does not file tax returns that the Company or any Subsidiary thereofsubsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except for Liens for Taxes not yet due and for which adequate reserves have as disclosed above, no written notice indicating an intent to open an audit or other review has been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither received by the Company nor or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to ss. 7121 of its Subsidiaries the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has made not agreed to or is required to make any adjustments pursuant to ss. 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) method initiated by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andsubsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the knowledge business or operations of the Company, no such Audit is threatened. (e) An Audit of each . The Company has not been a United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (real property holding corporation within the meaning of Section 1504(bss. 897(c)(2) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither Internal Revenue Code during the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group applicable period specified in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1ss. 897(c)(1)(A)(ii) of the Internal Revenue Code.. The Company has not made an election under ss. 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. ss. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is not obligated to make payments nor is it a party to an agreement that could obligate it to make any payments that would not be deductible under ss. 280G of the Internal Revenue Code. For purposes of this Section 2.1(o):

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the The Company has prepared and its Subsidiaries has (i) duly and timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreementit, and each such Tax Return is correct complete and complete accurate in all material respects and (ii) duly respects. The Company has timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been had paid or such provision has been made on its behalf for its sole benefit and recoursebehalf) for the payment of, all Taxes due and owing by it (whether or not shown on any Tax Return). There are no Encumbrances for all periods ending on or prior to Taxes (other than Encumbrances for taxes not yet due and payable) upon any of the date assets of this Agreement, except for those Taxes being contested in good faiththe Company. (b) There are no Liens for The unpaid Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens (i) did not as of the date of the Most Recent Balance Sheet exceed the reserve for Taxes not yet due (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (ii) will not, as of the close of the Closing Date, exceed that reserve as adjusted for which adequate reserves have been established the passage of time through the Closing Date in accordance with GAAP with full provision made for the payment thereofpast custom and practice of the Company in filing its Tax Returns. (c) Neither No deficiencies for any Taxes have been proposed, asserted or assessed against the Company by any Taxing Authority that are still pending and, to the Knowledge of the Selling Parties, no such deficiencies have been threatened. The Company has not waived any statute of limitations in respect of any Tax, nor any has the Company requested such a waiver, other than waivers as a result of its Subsidiaries has made any change in accounting methods, received a ruling from any extensions of time to file Tax Authority or signed an agreement Returns that are automatically granted. There is no Action pending with regard respect to Taxes reasonably likely to have a Company Material Adverse Effectpayable by the Company, and no such Action has been threatened in writing. (d) No Audit (as hereinafter defined) claim has ever been made by a Tax Taxing Authority is presently pending with regard to any Taxes or in a jurisdiction where the Company does not file Tax Returns of that the Company is or any of its Subsidiaries may be subject to taxation by, or required to file Tax Returns in, such jurisdiction, and, to the knowledge Knowledge of the CompanySelling Parties, there is no basis for any such Audit claim to be made. The Company has never had a permanent establishment in, or been engaged in a trade or business in, any country other than the country in which it is threatenedorganized. (e) An Audit of each United States federal income Tax Return of All Taxes that the Company or any of its Subsidiaries has is required by Law to withhold have been completed by duly withheld and timely paid to the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996appropriate Taxing Authority, and no adjustments were asserted as a result the Company has complied with all applicable Laws relating to the withholding and reporting of such Audits which have not been finally resolved and fully paidany payments made to any employee, independent contractor, creditor, shareholder, vendor or other Person. (f) There are no agreementsThe Company has never been a member of an affiliated, consents consolidated, unitary or waivers to extend similar group for Tax purposes. The Company is not liable for the statutory period of limitations applicable to the assessment or payment Taxes of any Taxes other Person as a result of successor liability, transferee liability, joint or deficiencies against the Company several liability (including pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of its Subsidiariesstate, and no power of attorney applicable to either the Company local, or foreign law), any of its Subsidiaries with respect to indemnification provision, any Taxes is in forceContract or otherwise. (g) Neither The Company has never participated in any “reportable transaction” within the Company nor meaning of Section 6707A(c)(1) of the Code or any “tax shelter” within the meaning of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to Section 6662 of the allocation, indemnification or sharing of TaxesCode. (h) The CompanyCompany will not be required to include any item of income in, or to exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a taxable period (or portion thereof) ending prior to the common parent of an affiliated group of corporations Closing, (ii) “closing agreement” as defined described in Section 1504 7121 of the CodeCode (or any corresponding or similar provision of state, local or foreign Law) consisting solely of executed prior to the Company and the Subsidiaries that are "includable corporations" Closing, (within the meaning of Section 1504(biii) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentinstallment sale or open transaction disposition entered into prior to Closing or (iv) prepaid amount received prior to Closing. (i) With respect to completed pay periods, the The Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid (i) to the appropriate Tax Authorityextent deferred, proper amounts properly complied in all material respects with all applicable Laws in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) to the extent applicable, eligible and claimed, or intended to be claimed, properly complied in all material respects with all Laws and duly accounted for any available Tax withholding credits under Sections 7001 through 7004 of the Families First Coronavirus Response Act and Section 2301 of the CARES Act, (iii) not deferred any payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) (for example, by a failure to timely withhold, deposit or remit such amounts in accordance with the applicable provisions of applicable lawthe Code and the Treasury Regulations promulgated thereunder) pursuant to or in connection with any U.S. presidential memorandum or executive order and (iv) not sought a PPP Loan. (j) No power The Company has duly kept and properly maintained all material records for all taxable years still open for audit that such Person is required to keep for Tax purposes under any applicable Laws, and such records have been made available for inspection at the premises of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its SubsidiariesCompany. (k) Neither The Company is, and has been since the Company nor any Subsidiary shall become obligated in connection with the closing date of the Merger its formation, treated as a partnership for the payment of any amount described in Section 162(m)(1) of the CodeU.S. federal and applicable state and local income tax purposes.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) All material tax returns required to be filed by it on the Borrower or prior to the date any of this Agreementits Subsidiaries in any jurisdiction have, and each in fact, been filed, all such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records tax returns have been prepared in accordance with GAAP with full provision (applicable laws, and all material taxes, assessments, fees and other governmental charges upon the Borrower or there has any Subsidiary or upon any of their respective properties, income or franchises, which are shown on such material tax returns have been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior except to the date of this Agreement, except for those Taxes extent such tax payments are being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith by appropriate proceedings and for with respect to which adequate reserves have been established or other appropriate provisions are being maintained in accordance with GAAP Agreement Accounting Principles. For all taxable years ending on or before December 31, 1996, the United States Federal income tax liability of the Borrower and its Subsidiaries has been satisfied and either the period of limitations on assessment of additional United States Federal income tax has expired or the Borrower or the applicable Subsidiary has entered into an agreement with full provision made the United States Internal Revenue Service closing conclusively the total tax liability for the payment thereof. (c) taxable year. Neither the Company Borrower nor any of its Subsidiaries has made knows of any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company proposed additional tax assessment against it or any of them for which adequate provision has not been made on its Subsidiaries andor their accounts, and no controversy in respect of additional income or other taxes due or claimed to be due to any Governmental Authority is pending or to the knowledge of the CompanyBorrower or its Subsidiaries threatened the outcome of which could reasonably be expected to have a Material Adverse Effect. The charges, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return accruals and reserves on the books of the Company or any of Borrower and its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment in respect of any Taxes taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceother governmental charges are adequate. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Scheduleon Schedule 5.5: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All income Tax Returns (as hereinafter defined) and, to such Seller’s Knowledge, other material Tax Returns required to be filed by it on or prior to the date of this AgreementAcquired Companies have been timely filed (taking into account any valid extensions for filing). To such Seller’s Knowledge, and each such Tax Return is true, correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faithrespects. (b) To such Seller’s Knowledge, each Acquired Company has fully and timely paid all material Taxes that have become due and payable by or with respect to such Acquired Company whether or not shown on any Tax Return. (c) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for (other than statutory Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for payable) on the payment thereof. (c) Neither the Company nor Acquired Interests or, to such Seller’s Knowledge, any of its Subsidiaries has made the Assets, in either case, that arose in connection with any change in accounting methodsfailure (or alleged failure) to pay any material Tax. To such Seller’s Knowledge, received a ruling from no Acquired Company is currently the beneficiary of any extension of time within which to file any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse EffectReturn. (d) No Audit (as hereinafter defined) To such Seller’s Knowledge, no claim has been made by a Governmental Authority in a jurisdiction where an Acquired Company does not file a particular Tax Authority Return or pay a particular Tax that the Acquired Company is presently pending with regard or may be required to any Taxes file such Tax Return or be subject to such Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Companyby that jurisdiction. To such Seller’s Knowledge, no such Audit is threatenedissues relating to Taxes of any Acquired Company were raised in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period. (e) An Audit of each United States federal income Tax Return of To such Seller’s Knowledge, the Company Acquired Companies have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any of its Subsidiaries has been completed by the applicable Tax Authorities (employee, independent contractor, creditor, equityholder or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidother Person. (f) There are To such Seller’s Knowledge, no agreementsmaterial Tax audit, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes administrative or deficiencies against the Company or any of its Subsidiariesjudicial proceeding is being conducted, and no power of attorney applicable pending or, to either the Company or any of its Subsidiaries such Seller’s Knowledge, threatened in writing with respect to any Acquired Company. To such Seller’s Knowledge, no material deficiencies for Taxes is in forcewith respect to any Acquired Company have been claimed, proposed or assessed by any Governmental Authority. (g) Neither the To such Seller’s Knowledge, no Acquired Company has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any of its Subsidiaries is a party to, request been made in writing for any such extension or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxeswaiver. (h) The CompanyTo such Seller’s Knowledge, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the no Acquired Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has ever been a member of an affiliated group filing a consolidated United States federal income Tax Return or any similar group for federal, state, local or foreign Tax purposes. To such Seller’s Knowledge, no Acquired Company has any liability for the Taxes of any Person (other than the affiliated group in which they are currently members and Taxes of which the Company is the common parentan Acquired Company) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by Contract or (iv) otherwise. (i) With respect to completed pay periodsFor U.S. federal and applicable state income tax purposes, the Companies are currently classified as partnerships, and, to such Seller’s Knowledge, have been at all times since their formation classified as either a disregarded entity or a partnership. To such Seller’s Knowledge, each other Acquired Company and each of has at all times since its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawformation been classified as a disregarded entity for U.S. federal income tax purposes. (j) No power of attorney is currently in force with respect To such Seller’s Knowledge, no Acquired Company is, or has been, a party to or bound by any matter relating to Taxes that could affect the Company Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or any of its Subsidiariessimilar Contract. (k) Neither To such Seller’s Knowledge, no Acquired Company has been a party to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (l) To such Seller’s Knowledge, no Acquired Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment Closing Date as a result of any amount (i) closing agreements described in Section 162(m)(17121 of the Code, (ii) installment sale or other transaction on or prior to the Closing Date, (iii) any accounting method change or agreement filed or made on or prior to the Closing, (iv) any prepaid amount received on or prior to the Closing, or (v) any election under Section 108(i) of the Code. Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 5.5 are the sole and exclusive representations and warranties of such Seller in this Agreement with respect to Tax matters.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company Seller has duly and its Subsidiaries has (i) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior that were due and that relate directly to the date of this Agreement, and each Acquired Assets or the Business. All such Tax Return is correct Returns are true, correct, and complete in all material respects respects. All Taxes due and payable with respect to such Tax Returns (ii) duly whether or not shown as payable), or otherwise due and payable by Seller and relating to any Acquired Asset or the Business, have been timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) appropriate Governmental Authority. There are no existing Liens for Taxes upon on any property or assets of the Company or any Subsidiary thereof, except Acquired Assets other than for Liens statutory liens for Taxes not yet due and payable. (b) Since the Balance Sheet Date, Seller has not (i) made, changed, or revoked any Tax election; (ii) settled any Tax claim; (iii) surrendered the right to any Tax refund; (iv) changed any accounting period for which adequate reserves have been established Tax purposes; (v) changed any method of accounting for Tax purposes; (vi) filed an amended Tax Return; or (vii) entered into any agreement with any Governmental Authority (including a “closing agreement” within the meaning of section 7121 of the Code), in accordance with GAAP with full provision made each case, to the extent solely and exclusively relating to the Acquired Assets or the Business and that would result in any increase in the Liability for the payment thereofTaxes of Purchaser. (c) Neither Seller has timely and properly withheld (i) all required amounts from payments to its employees, agents, contractors, nonresidents, shareholders and other Persons and (ii) all sales, use, ad valorem, and value added Taxes, in each case, to the Company nor any of its Subsidiaries extent solely and exclusively relating to the Acquired Assets or the Business. Seller has made any change timely remitted all such Taxes to the proper Governmental Authority in accounting methods, received a ruling from any Tax Authority or signed an agreement accordance with regard to Taxes reasonably likely to have a Company Material Adverse Effectall applicable Laws. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard Seller has not extended any statute of limitations relating to any Taxes solely and exclusively relating to the Acquired Assets or the Business. No Governmental Authority has made a claim that Seller is obligated to pay Taxes or file Tax Returns as a result of conducting the Company Business, owning the Acquired Assets, or employing any employees in a jurisdiction in which Seller is not filing Tax Returns and paying Taxes. No audits or other proceedings are ongoing or threatened with respect to any Tax Return or Taxes of its Subsidiaries and, Seller that solely and exclusively relate to the knowledge of Acquired Assets or the Company, no such Audit is threatenedBusiness. (e) An Audit of each United States federal income Seller does not have any obligation to pay Taxes, or share Tax Return of the Company or benefits, with another Person pursuant to any of its Subsidiaries has been completed by the applicable Tax Authorities Contract that Purchaser is assuming pursuant to this Agreement (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidany Contract that is an Acquired Asset). (f) There are no agreements, consents No Tax holiday or waivers to extend the statutory period of limitations applicable to the assessment Tax incentive or payment of grant in any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries jurisdiction with respect to Taxes solely and exclusively relating to the Business or the Acquired Assets will terminate (or be subject to a clawback or recapture that is payable by Purchaser) as a result of any Taxes is in forcetransaction contemplated by this Agreement. (g) Neither the Company nor Seller does not have a request for a private letter ruling, a request for administrative relief, a request for technical advice, a request for a change of any method of its Subsidiaries is a party toaccounting, or is bound by, any agreement, arrangement or policy relating other request pending with any Governmental Authority that solely and exclusively relates to the allocation, indemnification Acquired Assets or sharing of Taxesthe Business. (h) The Company, as the common parent of No Acquired Asset represents an affiliated group of corporations (as defined interest in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return any Flow-Thru Entity for United States federal income any applicable Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentpurpose. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the The Company and each of its Subsidiaries has (i) have prepared in good faith and duly and timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter definedtaking into account any extension of time within which to file) all Tax Returns (as hereinafter defineddefined below) required to be filed by it on or prior to the date any of this Agreement, them and each all such filed Tax Return is correct Returns are complete and complete accurate in all material respects and respects; (ii) duly have paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision all Taxes (as defined below) that are shown as due on such filed Tax Returns (or there has been paid that are otherwise due and payable) or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of that the Company or any Subsidiary thereofof its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except for Liens for Taxes not yet due with respect to matters contested in good faith and for which adequate reserves have been established in accordance with GAAP GAAP; and (iii) have not waived any statute of limitations with full provision respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. As of the date hereof, there are not pending or, to the knowledge of the Company, threatened, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters. There are not, to the knowledge of the Company, any material unresolved questions or claims concerning the Company’s or any of its Subsidiaries’ Tax liability. The Company has made available to Parent true and correct copies of the United States federal income Tax Returns filed by the Company and its Subsidiaries for each of the payment thereof. (c) three most recent fiscal years. The consolidated United States federal income Tax Returns of the Company have been examined, or the statutes of limitations have closed, with respect to all taxable years through and including 2004. To the knowledge of the Company, no claim has been made in the previous five years by a taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from liability for Taxes of any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. Person (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6, any comparable provision of U.S., state, local or any of its Subsidiaries andforeign law, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of or otherwise. Neither the Company or nor any of its Subsidiaries has been completed by the applicable Tax Authorities a party to a “reportable transaction” (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes that term is defined in force. (g) Treasury Regulation Section 1.6011-4(b)(1)). Neither the Company nor any of its Subsidiaries is a party to, or is bound by, to any agreement, arrangement or policy relating to the allocation, indemnification or Tax sharing of Taxes. agreement (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of with any Person other than the Company and the Subsidiaries that are "includable corporations" (within the meaning and/or any of Section 1504(b) of the Codeits Subsidiaries), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither . Neither the Company nor any of such its Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than party to any distribution occurring during the affiliated group last 30 months in which they are currently members and the parties to such distribution treated the distribution as one to which Section 355 of which the Company is the common parent. Code (ior any similar provision of state, local or foreign law) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate applied. Each material Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect election made by the Company or any of its Subsidiaries. Subsidiaries has been timely and properly made. As used in this Agreement, (ki) Neither the Company nor any Subsidiary shall become obligated in connection term “Tax” (including, with correlative meaning, the closing of the Merger for the payment term “Taxes”) includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any amount described nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in Section 162(m)(1respect of such penalties and additions, and (ii) of the Codeterm “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

Taxes. Except as set forth The Company and each subsidiary has filed all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and have been prepared in Section 3.16 compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1999, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company Disclosure Schedule: (a) Each are adequate to cover any Tax liabilities of the Company and if its Subsidiaries has (i) duly filed (or there have been filed current tax year were treated as ending on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision hereof. No claim has been made on its behalf for its sole benefit and recourse) for by a taxing authority in a jurisdiction where the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of Company does not file tax returns that the Company or any Subsidiary thereofsubsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except for Liens for Taxes not yet due and for which adequate reserves have as disclosed above, no written notice indicating an intent to open an audit or other review has been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither received by the Company nor or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to SECTION 7121 of its Subsidiaries the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has made not agreed to or is required to make any adjustments pursuant to SECTION 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) method initiated by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andsubsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the knowledge business or operations of the Company, no such Audit is threatened. (e) An Audit of each . The Company has not been a United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (real property holding corporation within the meaning of Section 1504(bSECTION 897(c)(2) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither Internal Revenue Code during the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group applicable period specified in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1SECTION 897(c)(1)(A)(ii) of the Internal Revenue Code. SECTION 1. 1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is not obligated to make payments nor is it a party to an agreement that could obligate it to make any payments that would not be deductible under SECTION 280G of the Internal Revenue Code. For purposes of this Section 3.1(o):

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company All federal, state, local and its Subsidiaries has foreign tax returns, reports, declarations, statements, elections and other documents (i) duly filed (or there have been filed on its behalf) with the appropriate "Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter definedReturns") required to be filed by it on or prior in respect of the Company or any predecessor entity thereof, or any consolidated, combined, affiliated or unitary group of which the Company is or has ever been a member have been timely filed with the appropriate tax authorities in all jurisdictions in which such Tax Returns are or were required to the date of this Agreement, be filed or requests for extensions have been timely filed and each any such extensions have been granted and have not expired. Each such Tax Return is was true, complete and correct and complete in all material respects respects. The Company has made available to Buyer true, complete and (ii) duly paid correct copies of all Tax Returns. Notwithstanding the foregoing, the Company has not filed sales tax or transaction privilege tax returns with the state of New Jersey, nor any local taxing jurisdiction in full or, made adequate accruals and reserves in its books and records in accordance New Jersey. The Company shall be liable for any tax due with GAAP with full provision (or there has been paid or respect to such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior returns to the date of this Agreement, except for those Taxes being contested in good faithextent such returns are or were required. (b) There are no Liens Other than possible sales taxes as described in Section 6.7(a), all Taxes with respect to taxable periods or portions thereof covered by such Tax Returns and all other Taxes (without regard to whether a Tax Return was or is required) for Taxes upon any property or assets of which the Company is otherwise liable that are due or any Subsidiary thereofpayable or that have been incurred by the Company have timely been paid in full and to the extent the liabilities for such Taxes are not due, except for Liens for Taxes not yet due and for which adequate reserves have been established with respect to such Taxes on the December 31, 2010 Balance Sheet in accordance with GAAP GAAP. Since the date of the December 31, 2010 Balance Sheet, the Company has not incurred any liability for Taxes arising from transactions outside the ordinary course of business consistent with full provision made for the payment thereofpast practices. (c) Neither Other than possible sales taxes as described in Section 6.7(a), the Company nor any of has timely withheld proper and accurate amounts from its Subsidiaries employees, independent contractors, customers, shareholders and others from whom it is or was required to withhold Taxes in compliance with all applicable Laws and has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard timely and properly paid all such withheld amounts to Taxes reasonably likely to have a Company Material Adverse Effectthe appropriate taxing authorities. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending All Taxes due with regard respect to any Taxes completed and settled audit, examination or Tax Returns of deficiency Action with any taxing authority for which the Company or any of its Subsidiaries andpredecessor entity is or might otherwise be liable have been paid in full. (e) There is no audit, examination, claim, levy, administrative proceeding or lawsuit pending or, to the knowledge of the Company, threatened with respect to any Taxes for which the Company is or might otherwise be liable and no taxing authority has given notice that it is conducting or intends to conduct an audit or examination with respect to any such Audit is threatened. (e) An Audit of each United States federal income Tax Return Taxes. No issue has arisen in any examination of the Company by any taxing authority that, if raised with respect to the same or substantially similar facts arising in any other Tax period not so examined, would result in a deficiency for such other period, if upheld. The Company has not waived or extended any statute of limitations in respect of Taxes or Tax Returns or agreed to any extension of time with respect to a Tax assessment, reassessment, deficiency or with respect to the payment of any Taxes. The Company is not a party to any power of attorney with respect to a tax matter that is currently in force. The Company has not entered into any closing agreements with the IRS or any other taxing authority. The Company has delivered to Buyer true, complete and correct copies of its Subsidiaries has been completed by all examination reports or other similar reports and statements of deficiencies assessed against or agreed to by, or on behalf of, the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996Company since December 31, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid2005. (f) There are no agreements, consents The Company has not requested or waivers to extend received any private letter ruling of the statutory period of limitations applicable to the assessment IRS or payment of comparable rulings or guidance issued by any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceother taxing authority. (g) Neither None of the Company nor Assets (i) is tax-exempt use property within the meaning of Section 168(h) or Section 470(c)(2) of the Code, (ii) directly or indirectly secures any debt the interest on which is exempt under Section 103(a) of its Subsidiaries the Code or (iii) is a party to, or property that is bound by, required to be treated as being owned by any agreement, arrangement or policy relating Person (other than the Company) pursuant to the allocationprovisions of Section 168(f)(8) of the Internal Revenue Code of 1954, indemnification or sharing as amended, and in effect immediately before the enactment of Taxesthe Tax Reform Act of 1986. (h) The Company, as the common parent Company has disclosed on its federal income Tax Return all positions taken therein that could give rise to a substantial understatement of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (federal income tax within the meaning of Section 1504(b) 6662 of the Code), . The Company has filed since 1994 not engaged in a consolidated return for United States federal income Tax purposes on behalf reportable transaction described in Section 1.6011-4 of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentTreasury Regulations. (i) With No Liens for Taxes exist with respect to completed pay periodsany of the Assets, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawexcept for Permitted Liens. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect jurisdiction where the Company does not file a Tax Return has made a claim in writing that the Company is required to file a Tax Return or any of its Subsidiariesis subject to Tax in such jurisdiction. (k) Neither The Company is not liable, nor does the Company nor have any Subsidiary shall become obligated in connection with the closing of the Merger potential liability, for the payment Taxes of another Person (i) under Treasury Regulation Section 1.1502-6 (or any amount described comparable provision of state, local or foreign law), (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. The Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement. (l) Except as set forth on Schedule 6.7(l), the Company does not have a permanent establishment in Section 162(m)(1) of any foreign country with which the CodeUnited States has a relevant Tax treaty, as defined in such relevant Tax treaty, nor does the Company otherwise operate or conduct business through any branch in any foreign country.

Taxes. Except as set forth in Section 3.16 on Schedule 4.16, as of the Company Disclosure Scheduledate hereof and to the Knowledge of the Shareholders and the Conveyed Entities: (a) Each of the Company Conveyed Corporations is a small business corporation within the meaning of Section 1361 of the Code and has had in effect since the date set forth opposite its name on Schedule 4.16 a valid election to be treated as an "S" corporation for federal income tax purposes, and none of the Conveyed Corporations or the Shareholders has taken or caused or permitted to be taken any action that caused a termination of such S election for any period subsequent to such date. (b) Each of the Conveyed Partnerships and each of the partnerships owned directly or indirectly by the Conveyed Partnerships has qualified since its formation as a partnership for federal income tax purposes under the Code. (c) Each of the Conveyed Entities and their Subsidiaries has (i) duly and timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) taxing authorities all material Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreementit, and each all such Tax Return is Returns are true, correct and complete in all material respects respects, and (ii) duly timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (all Taxes shown as due on any such Tax Returns or there for which a written notice of assessment or demand for payment has been paid or such provision received from any taxing authority; (d) Each of the Conveyed Entities and the Subsidiaries has been made on its behalf for its sole benefit and recourse) for complied in all material respects with all applicable Laws relating to the payment ofand withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign Laws) and has, all Taxes for all periods ending on or prior within the time and within the manner prescribed by Law, withheld from employee wages and paid over to the date of this Agreement, except for those Taxes being contested in good faith.proper Governmental Authorities all amounts required to be withheld and paid over under all applicable Laws; (be) There are no material Liens for Taxes upon any property the assets or assets properties of the Company or any Subsidiary thereof, Conveyed Entities and their Subsidiaries except for Liens statutory liens for Taxes not yet due due; (f) There are no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns of the Conveyed Entities and for which adequate reserves their Subsidiaries that have been established in accordance with GAAP with full provision made for given by any of the payment thereof.Conveyed Entities; (cg) Neither None of the Company nor any of its Conveyed Entities or their Subsidiaries has made any change in accounting methods, received a ruling from requested an extension of time within which to file any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect.Return in respect of any fiscal year which has not since been filed; (dh) No Audit (as hereinafter defined) by a Tax Authority is federal, state, local or foreign audits or other administrative proceedings have formally commenced or are presently pending with regard to any Taxes or Tax Returns of the Company Conveyed Entities or their Subsidiaries for which any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company Conveyed Entity or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996Subsidiary thereof would be liable, and no adjustments were asserted as a result of such Audits which have not written notification has been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or received by any of its Subsidiaries, and no power of attorney applicable to either the Company Conveyed Entities or any of its their Subsidiaries that such an audit or other proceeding is pending or threatened with respect to any Taxes is in force.due from any of the Conveyed Entities or their Subsidiaries or any Tax Return filed by any of the Conveyed Entities or their Subsidiaries; (gi) Neither None of the Company Conveyed Entities or their Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of its accounting method); (j) None of the Conveyed Entities or their Subsidiaries is a party to, or is bound by, by or has any obligation under any Tax sharing agreement, arrangement Tax indemnification agreement or policy relating to the allocation, indemnification similar contract or sharing of Taxesarrangement. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (jk) No power of attorney is currently in force has been granted by or with respect to any of the Conveyed Entities or their Subsidiaries with respect to any matter relating to Taxes Taxes, which power of attorney is currently in force; (l) None of the Conveyed Corporations or corporate Subsidiaries thereof is a party to any agreement, plan, contract or arrangement that could affect result, separately or in the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated aggregate, in connection with the closing of the Merger for the payment of any amount described in "excess parachute payments" within the meaning of Section 162(m)(1) 280G of the Code; (m) No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local or foreign Law has been entered into by or with respect to any of the Conveyed Entities or their Subsidiaries; (n) The Conveyed Entities and their Subsidiaries have previously delivered or made available to Republic and the Republic Subsidiaries complete and accurate copies of each of the following items for the years ended December 31, 1993, December 31, 1994 and December 31, 1995: (i) all audit reports, letter rulings and technical advice memoranda relating to federal, state, local and foreign Taxes due from any of the Conveyed Entities or their Subsidiaries, (ii) federal, state, local and foreign Tax Returns filed by the Conveyed Entities or their Subsidiaries and (iii) any closing agreements entered into by any of the Conveyed Entities or their Subsidiaries with any taxing authority, in each case existing on the date hereof. The Conveyed Entities and their Subsidiaries will deliver to Republic and the Republic Subsidiaries all materials with respect to the foregoing for all matters arising after the date hereof; and (o) Schedule 4.16 sets forth all taxable years of each Conveyed Entity and each Subsidiary that are open for purposes of the assessment of additional federal, state, local or foreign Income Taxes.

Taxes. (a) Except as set forth in Section 3.16 3.14(a) of the Company Disclosure Schedule: (a) Each Letter, each of the Company and its Subsidiaries has (i) duly subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which the Company or any of its subsidiaries is a member, have timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all United States federal income Tax Returns (as hereinafter defined) and all other Tax Returns required to be filed by it them or any of them (taking into account applicable extensions), and have timely paid and discharged all material Taxes required to be paid (whether or not shown on such Tax Returns), other than Taxes the payment of which is being contested in good faith by appropriate proceedings. The most recent financial statements contained in the Company SEC Reports reflect, with respect to any liability for Taxes of the Company and its subsidiaries for any years ended on or prior to before the date of this Agreementsuch Company SEC Reports and either not finally determined or with respect to which the applicable statute of limitations has not expired, an adequate reserve to satisfy any assessment for such Taxes for such years. All federal income Tax Returns and all other Tax Returns filed by each such of the Company and its subsidiaries with respect to Taxes are true and correct in all material respects. Copies of all federal, state and foreign income Tax Return is Returns for the three years preceding the Closing Date that are true, complete and correct and complete in all material respects and (ii) duly paid in full have been previously provided or made available to TCM. Neither the IRS nor any other taxing authority or agency is now asserting or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date Company's knowledge, threatening to assert against the Company or any of this Agreement, except its subsidiaries any deficiency or claim for those material additional Taxes being contested in good faith. (b) which have not been paid. There are no Liens requests for Taxes upon information from the IRS or any property other taxing authority or agency currently outstanding. There are no pending audits of the Company or any of its subsidiaries by any taxing authority nor, to the Company's knowledge, are any proceedings (whether administrative or judicial) currently being conducted with respect to any issues relating to Taxes. No Tax claim has become a lien on any assets of the Company or any Subsidiary thereof, except of its subsidiaries. Neither the Company nor any of its subsidiaries is required to include in income (i) any material items in respect of any change in accounting methods or (ii) any gain with respect to installment sales. (i) Neither the Company nor any of its subsidiaries has any liability for Liens any accumulated earnings tax or personal holding company tax; (ii) there are no waivers or extensions of any applicable statute of limitations for the assessment or collection of Taxes with respect to any Tax Return that relates to the Company or any of its subsidiaries that remain in effect; (iii) there are no Tax rulings or closing agreements relating to the Company or any of its subsidiaries that would affect its or any of their liability for Taxes not yet due for any period after the Effective Time; and (iv) neither the Company nor any of its subsidiaries has any liability for which adequate reserves have been established in accordance with GAAP with full provision made for Taxes of any person (other than the payment thereofCompany and its subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar state, local or foreign provision. (c) Neither the Company nor any of its Subsidiaries has made subsidiaries is a party to any change in accounting methodsagreement (written or oral) providing for the allocation or sharing of, received a ruling from or indemnification from, Taxes with any Tax Authority party other than the Company and/or one or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectmore of its subsidiaries. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns Each of the Company or and its subsidiaries has withheld from each payment made to any of its Subsidiaries andpast or present employees, officers or directors, or any other person, the amount of all material Taxes and other deductions required to be withheld therefrom and paid the same to the knowledge of proper taxing authorities within the Companytime required by Law, no such Audit is threatenedincluding , without limitation, withholding Taxes on Options exercised prior to the Closing. (e) An Audit of each The Company is not, nor was it any time during the five-year period ending on the date on which the Effective Time occurs, a "United States federal income Tax Return real property holding corporation" within the meaning of Section 897(c) of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidCode. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, subsidiaries has any excess loss accounts or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxesdeferred intercompany gain. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. (a) Except as set forth in Section 3.16 3.13 of the Company Company's Disclosure Schedule: (ai) Each of the Company and its Subsidiaries has have (ix) duly filed (or there have been filed on its their behalf) with the appropriate Tax Authorities (as hereinafter defined) governmental authorities all Tax Returns (as hereinafter defined) required to be filed by it them on or prior to the date of this Agreementhereof, other than any filings which the failure to make in a timely manner would not have a material adverse effect on the Company and the Subsidiaries taken as a whole, it being understood that the failure to file a federal income Tax Return would have a material adverse effect on the Company and its Subsidiaries taken as a whole, and each such Tax Return is Returns are true, correct and complete in all material respects respects, and (iiy) duly paid in full or, or made adequate accruals and reserves in its books and records provision in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recoursetheir behalf) for the payment of, of all Taxes (as hereinafter defined) for all periods ending on or prior to through the date of this Agreement, except for those Taxes being contested in good faith.hereof; (bii) There there are no Liens liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof.due; (ciii) Neither neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority taxing authority or signed an agreement with regard to Taxes reasonably likely to have a material adverse effect on the Company Material Adverse Effect.and its Subsidiaries, taken as a whole; (div) No Audit the Company and its Subsidiaries have complied in all respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes (as hereinafter definedincluding, without limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any foreign laws) and have, within the time and the manner prescribed by a Tax Authority is law, withheld from employee wages and paid over to the proper governmental authorities all amounts required to be so withheld and paid over under applicable laws; (v) no federal, state, local or foreign audits or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to and neither the knowledge Company nor its subsidiaries has received a written notice of the Company, no such Audit is threatened.any pending audits or proceedings; (evi) An Audit of each United States the federal income Tax Return Returns of the Company or any of and its Subsidiaries has have been completed examined by the applicable Tax Authorities Service (or the applicable statutes of limitation for the assessment of federal income Taxes for such periods have expired) for all periods through and including 1996December 31, 1990, and no adjustments material deficiencies were asserted as a result of such Audits examinations which have not been finally resolved and fully paid.; (fvii) There there are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to granted by either the Company or any of its Subsidiaries with respect to any Taxes is currently in force.; (gviii) Neither neither the Company nor any of its Subsidiaries is a party to, or is bound by, to any agreement, arrangement or policy relating to agreement providing for the allocation, indemnification allocation or sharing of Taxes.; (hix) The Companyneither the Company nor its Subsidiaries is a party to any agreement, as contract or arrangement (other than the common parent of an affiliated group of corporations (as defined employment contracts referenced in Section 1504 3.4 of the CodeCompany's Disclosure Schedule) consisting solely that could result, separately or in the aggregate, in the payment of the Company and the Subsidiaries that are any "includable corporationsexcess parachute payments" (within the meaning of Section 1504(b) 280G of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf and none of itself and the actions contemplated or permitted by this Agreement will result in any such Subsidiaries and payments; (x) neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employeeshas, independent contractorswith regard to any assets or property held, creditorsacquired or to be acquired by any of them, stockholders, customers and third parties, and timely paid filed a consent to the appropriate Tax Authorityapplication of Section 341(f) of the Code, proper amounts in all material respects with all Tax withholding provisions or agreed to have Section 341(f)(2) of applicable law. (j) No power of attorney is currently in force with respect the Code apply to any matter relating to Taxes that could affect disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by the Company or any of its Subsidiaries.; (kxi) Neither the deductibility of compensation paid by the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in and/or its Subsidiaries will not be limited by Section 162(m)(1162(m) of the Code; and (xii) all transactions that could give rise to an understatement of the federal income tax liability of the Company or any of its Subsidiaries within the meaning of Section 6662(d) of the Code are adequately disclosed on Tax Returns in accordance with Section 6662(d)(2)(B) of the Code if there is or was no substantial authority for the treatment giving rise to such understatement. (b) The net operating loss carryovers available to the Company and its Subsidiaries are set forth in Section 3.13 of the Company's Disclosure Schedule. Except as set forth in Section 3.13 of the Company's Disclosure Schedule, as of the date of this Agreement, the net loss carryovers are not subject to limitations imposed by Sections 382, 383 or 384 of the Code (or any predecessor thereto) or otherwise.

Taxes. (a) Except as set forth in Section 3.16 3.12 of the Company Disclosure Schedule: (a) Each of , the Company and each of its Subsidiaries has (i) duly timely filed (or there have been has had timely filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date Company and each of this Agreementits Subsidiaries, and each such Tax Return is correct Returns are true, correct, and complete in all material respects respects. (b) The Company and (ii) duly paid in full oreach of its Subsidiaries has paid, made or where payment is not yet due, has established an adequate accruals and reserves in its books and records accrual in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to through the date of this Agreement, except for those Taxes being contested in good faithhereof. (bc) There are no Liens liens for Taxes upon any property or assets of the Company or any Subsidiary thereofof its Subsidiaries, except for Liens liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse EffectGAAP. (d) No Audit (as hereinafter defined) by a Tax Authority is federal, state, local or foreign Audits are presently pending with regard to any Taxes or Tax Returns of the Company or any of and its Subsidiaries and, and to the knowledge of the Company, no such Audit is threatened. (e) An Audit Except as set forth in Section 3.12(e) of each United States federal income the Disclosure Schedule, the Tax Return Returns of the Company or any and each of its Subsidiaries has have not been completed examined by the applicable Tax Authorities Authority (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996), and for any year that a Tax Return was examined, no material adjustments were asserted as a result of such Audits examination which have not been finally resolved and fully paid, and no issue has been raised by any Tax Authority in any Audit of the Company or any of its Subsidiaries that, if raised with respect to any other period not so audited, could be expected to result in a proposed deficiency for any such period not so audited. (f) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either granted by the Company or any of its Subsidiaries with respect to any Taxes is currently in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, to any agreement, arrangement or policy relating to agreement providing for the allocation, indemnification indemnification, or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither Neither the Company nor any of such its Subsidiaries has been a member of an any "affiliated group filing a consolidated United States federal Tax Return other than group" (as defined in section 1504(a) of the affiliated group in which they are currently members Code) and of which the Company is the common parentnot subject to Treas. Reg. 1.1502-6 for any period. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated of its Subsidiaries is or has been a U.S. real property holding company (as defined in connection with the closing Section 897(c)(2) of the Merger for Code) during the payment of any amount described applicable period specified in Section 162(m)(1897(c)(1)(A)(ii) of the Code.

Taxes. (a) Except as set forth would not reasonably be expected to have, individually or in Section 3.16 of the Company Disclosure Scheduleaggregate, a Firefly Material Adverse Effect: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All Tax Returns (as hereinafter defined) required to be filed by it Firefly or any of its Subsidiaries have been duly and timely filed (taking into account valid extensions of time for filing), and all such Tax Returns are complete and accurate in all respects. All Taxes that are due and payable by Firefly or any of its Subsidiaries (whether or not reflected on any Tax Return) have been duly and timely paid or adequate reserves in respect thereof have been established on the financial statements of Firefly in accordance with GAAP. All withholding Tax requirements imposed on or prior with respect to the date payments by Firefly or any of this Agreementits Subsidiaries to employees, creditors, equityholders or other Persons have been satisfied, and each such Tax Return is correct Firefly and complete its Subsidiaries have complied in all material respects with all related information reporting and record retention requirements. (ii) duly paid There is not in full orforce any waiver or agreement for any extension of time for the assessment or payment of any Tax by Firefly or any of its Subsidiaries (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business). (iii) There is no outstanding claim, made adequate accruals and reserves in assessment or deficiency against Firefly or any of its books and records in accordance with GAAP with full provision (or there Subsidiaries for any Taxes that has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes asserted in writing by any Taxing Authority other than claims being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith through appropriate proceedings and for which adequate reserves have been established on the financial statements of Firefly in accordance with GAAP GAAP. There are no Proceedings with full provision made for the payment thereofrespect to Taxes pending or threatened in writing against Firefly or any of its Subsidiaries. (civ) Neither the Company Firefly nor any of its Subsidiaries has made any change in accounting methodsbeen a member of an affiliated, received a ruling from consolidated, combined, unitary or similar group for purposes of filing any Tax Authority Return (other than a group the common parent of which is Firefly or signed an agreement with regard to any of its Subsidiaries) or has any liability for Taxes reasonably likely to have of any Person (other than Firefly or any of its Subsidiaries) under Treasury Regulations § 1.1502-6 (or any similar provision of state, local or foreign Law), as a Company Material Adverse Effecttransferee or successor, by reason of assumption or by operation of Law. (dv) No Audit (as hereinafter defined) written claim has been made by any Taxing Authority in a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company jurisdiction where Firefly or any of its Subsidiaries and, does not currently file a Tax Return that Firefly or such Subsidiary is or may be subject to the knowledge of the Company, no any Tax or required to file any Tax Return in such Audit is threatenedjurisdiction. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (fvi) There are no agreements, consents or waivers to extend Encumbrances for Taxes on any of the statutory period assets of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company Firefly or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries except for Permitted Encumbrances with respect to any Taxes is described in forceclause (b) of the definition of Permitted Encumbrances. (gb) Neither the Company Firefly nor any of its Subsidiaries is a party to, has any obligation under or is bound byby any material Tax allocation, sharing or indemnity Contract or arrangement pursuant to which it will have any agreementpotential material liability to any Person after the Company Merger Effective Time (excluding (i) any Contract or arrangement solely between or among Firefly and/or any of its Subsidiaries, arrangement or policy and (ii) any customary provisions contained in any commercial agreement entered into in the ordinary course of business and not primarily relating to the allocation, indemnification or sharing of TaxesTax). (hc) The CompanyNeither Firefly nor any of its Subsidiaries has participated, as the common parent of an affiliated group of corporations (or is currently participating, in a “listed transaction,” as defined in Treasury Regulations § 1.6011-4(b)(2). (d) Neither Firefly nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 1504 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) consisting solely (i) in the two (2) years prior to the date of the Company and the Subsidiaries that are "includable corporations" this Agreement or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 1504(b355(e) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither ) in conjunction with the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentTransactions. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (je) No power material closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into with or issued by any Taxing Authority within the three (3)-year period immediately preceding the date of attorney is currently in force this Agreement with respect to any matter relating to Taxes that could affect the Company Firefly or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All Tax Returns (as hereinafter defined) that are required to be filed or delivered (taking into account any extensions of time within which to file or deliver) by or with respect to it on and its Subsidiaries have been duly and timely filed or prior to the date of this Agreementdelivered, and each all such Tax Return is correct Returns are complete and complete accurate in all material respects and respects. (ii) duly All Taxes due have been timely paid in full or(whether or not shown to be due on the Tax Returns referred to in clause (i)). (iii) All Taxes that it or any of its Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party have been paid over to the proper Governmental Entity in a timely manner, to the extent due and payable. (iv) No extensions or waivers of statutes of limitations for the assessment of Taxes have been given by or requested in writing with respect to any of its U.S. federal, state, local or foreign income Taxes or those of its Subsidiaries. (v) None of the Tax Returns referred to in clause (i) is currently under any audit, suit, proceeding, examination or assessment by the IRS or the relevant state, local or foreign taxing authority and neither it nor its Subsidiaries has received written notice from any taxing authority that an audit, suit, proceeding, examination or assessment in respect of such Tax Returns is pending or threatened. (vi) No deficiencies have been asserted or assessments made adequate accruals and reserves against it or its Subsidiaries by the relevant taxing authorities as a result of any audit or examination of any of the Tax Returns referred to in clause (i). (vii) No claim has been made in writing against it or its books and records Subsidiaries by any taxing authorities in a jurisdiction where it or its Subsidiaries does not file Tax Returns that it or its Subsidiaries is or may be subject to taxation by that jurisdiction. (viii) It has made provision in accordance with GAAP with full provision (or there has been paid or such provision has been made on GAAP, in the financial statements included in its behalf SEC Filings filed before the date hereof, for its sole benefit and recourse) for the payment of, all Taxes for all periods ending that accrued on or prior to before the end of the most recent period covered by its SEC Filings filed before the date of this Agreement, except for those Taxes being contested in good faithhereof. (bix) Neither it nor any of its Subsidiaries is a party to or is otherwise bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (i) exclusively between or among it and its wholly owned Subsidiaries or (ii) the primary purpose of which is not the allocation or payment of Tax liability that was entered into in the ordinary course of business consistent with past practice). (x) Within the past two years, neither it nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code. (xi) Neither it nor any of its Subsidiaries has participated in or been a party to a transaction that constitutes a “listed transaction” within the meaning of Section 1.6011-4(b)(2) of the Treasury Regulations. (xii) Neither it nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Merger from qualification as a reorganization with the meaning of Section 368(a) of the Code. (xiii) There are no Liens for Taxes upon any its property or and assets of the Company or any Subsidiary thereof, of its Subsidiaries’ property and assets except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofowing. (cxiv) Neither the Company it nor any of its Subsidiaries has made will be required for Tax purposes to include any change in accounting methodsitem of income in, received a ruling from or exclude any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to item of deduction from, taxable income for any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities taxable period (or portion thereof) ending on or after the applicable statutes of limitation for Closing Date, taking into account the assessment of Taxes for such periods have expired) for all periods through and including 1996Merger, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each any change in method of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid accounting for a taxable period ending on or prior to the appropriate Tax AuthorityClosing Date, proper amounts in all material respects with all Tax withholding provisions of applicable law. (jii) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the “closing of the Merger for the payment of any amount agreement” as described in Section 162(m)(17121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (iii) any installment sale or open transaction made or entered into on or prior to the Closing Date, (iv) any prepaid amount received on or prior to the Closing Date or (v) any election under 108(i) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company Parent and its Subsidiaries has subsidiaries have (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) governmental authorities all Tax Returns (as hereinafter defineddefined in Section 4.12(c)) required to be filed by it them for all periods ending on or prior to the date Effective Time, other than those Tax Returns the failure of this Agreementwhich to file would not reasonably be expected to have a Parent Material Adverse Effect, and each such Tax Return is Returns are true, correct and complete in all material respects and (ii) duly paid in full or, or made adequate accruals and reserves in its books and records provision in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) generally accepted accounting principles for the payment of, of all Taxes (as defined in Section 4.12(b)) for all past and current periods which are due prior to the date hereof. The liabilities and reserves for Taxes reflected in the Parent balance sheet included in the latest Parent SEC Report to cover all Taxes for all periods ending on at or prior to the date of this Agreement, except such balance sheet have been determined in accordance with generally accepted accounting principles and there is no material liability for those Taxes being contested for any period beginning after such date other than Taxes arising in good faith. (b) the ordinary course of business. There are no Liens material liens for Taxes upon any property or assets of the Company Parent or any Subsidiary subsidiary thereof, except for Liens liens for Taxes not yet due or Taxes contested in good faith and for which adequate reserves have been established adequately reserved against in accordance with GAAP generally accepted accounting principles. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency or assessment from the Internal Revenue Service (the "IRS") or any other governmental taxing authority with full provision made for respect to Taxes of the payment thereof. (c) Parent or any of its subsidiaries which would reasonably be expected to have a Parent Material Adverse Effect. Neither the Company Parent nor its subsidiaries has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency other than waivers and extensions which are no longer in effect. Neither Parent nor any of its Subsidiaries has made subsidiaries is a party to any change agreement providing for the allocation or sharing of Taxes with any entity that is not, directly or indirectly, a wholly-owned corporate subsidiary of Parent other than agreements the consequences of which are fully and adequately reserved for in accounting methodsthe Parent Financial Statements. Neither Parent nor any of its corporate subsidiaries has, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes assets or Tax Returns of the Company property held, acquired or to be acquired by any of its Subsidiaries andthem, filed a consent to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning application of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1341(f) of the Code. (b) For purposes of this Agreement, the term "Taxes" shall mean all taxes, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, windfall profits, severance, customs, import, export, employment or similar taxes, charges, fees, levies or other assessments imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, whether computed on a separate, consolidated, unitary, combined, or any other basis, and such term shall include any interest, fines, penalties or additional amounts of any interest in respect of any additions, fines or penalties attributable or imposed or with respect to any such taxes, charges, fees, levies or other assessments.

Taxes. Except as set forth in on Section 3.16 4.15 of the Company Disclosure ScheduleSchedule and as would not be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) returns required to be filed by it or on behalf of the Company and its Subsidiaries (taking into account applicable extensions) has been filed on or prior to before the applicable due date of this Agreementand all such returns were true, and each such Tax Return is correct and complete in all material respects when filed and the Company and its Subsidiaries have paid or accrued (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourseGAAP) for the payment of, all Taxes for all periods ending on or prior required to the date of this Agreement, except for those be paid other than such Taxes as are being contested in good faithfaith by the Company or any Subsidiary. (b) There are no Liens for Taxes upon ongoing federal, state, local or foreign audits, examinations, proceedings or litigation relating to any property or assets Tax return of the Company or its Subsidiaries and no such audit, examination, proceeding or litigation has been threatened in writing by any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofGovernmental Authority. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or its Subsidiaries. (d) There are no Liens for Taxes upon the assets of the Company or the Subsidiaries that are not provided for in the Company SEC Documents, except Liens for Taxes not yet due and payable and liens for Taxes that are being contested in good faith. (e) Each of the Company and its Subsidiaries has withheld and paid proper and accurate amounts of Taxes from payments made to its employees, independent contractors, creditors, shareholders and other third parties in compliance in all material respects with all withholding and similar provisions of any Tax Laws. (f) Neither the Company nor any of its SubsidiariesSubsidiaries has entered into any closing or other agreement or settlement with respect to any material Taxes, and no power of attorney applicable to either other than agreements or settlements that will not require the Company or any of its Subsidiaries with respect to any Taxes is in forcerecognize additional amounts of income after the Closing Date. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, has participated in any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (“reportable transaction” within the meaning of Treasury Regulation Section 1504(b1.6011-4(b) (other than loss transactions) or comparable provision of the Code)any other applicable Tax Law, has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such its Subsidiaries has been a member “material advisor” to any such transaction within the meaning of an affiliated group filing a consolidated United States federal Tax Return other than Section 6111 of the affiliated group in which they are currently members and of which the Company is the common parentCode. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (kh) Neither the Company nor any Subsidiary shall become obligated of its Subsidiaries has ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return except for a group in connection with which the closing Company and all or some of its Subsidiaries were the Merger only members. Neither the Company nor any of its Subsidiaries has any liability for the payment any Taxes of any amount described in Person (other than the Company or its Subsidiaries) under Treasury Regulation Section 162(m)(1) 1.1502-6 or any similar provision of the Codestate, local, or non-U.S. Law, or as a transferee or successor, by contract or by operation of Law.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the The Company and each of its Subsidiaries has (i) duly have timely filed (or there and ----- will have been timely filed on its behalf) with or prior to the appropriate Tax Authorities (as hereinafter defined) Effective Time all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date any of this Agreement, and each them. All such Tax Return is Returns are true, correct and complete in all material respects complete. All Taxes (as hereinafter defined) of the Company and (ii) duly paid in full orits Subsidiaries that are shown as due on such Tax Returns, made adequate accruals or are otherwise due and reserves in its books and records in accordance with GAAP with full provision (payable, or there has are claimed or asserted by any taxing authority to be due, have been paid or such provision has will have been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending paid on or prior to before the date of this AgreementEffective Time, or adequate reserves (in conformity with GAAP applied on a consistent basis and consistent with such entities past custom and practice) have been established therefor, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith and for which adequate reserves have been established in the financial statements included in the Company Reports in accordance with GAAP applied on a consistent basis and consistent with full provision made such entities custom and practice. No deficiencies for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andhave been claimed, proposed or assessed by any taxing or other governmental authority that are not being contested in good faith by the Company or a Subsidiary and for which adequate reserves have not been established (in conformity with GAAP applied on a consistent basis and consistent with such entity's past custom and practice) in the financial statements included in the Company Reports. There are no pending or, to the knowledge best of the Company's and its Subsidiaries' knowledge, threatened audits, investigations or claims for or relating to any liability in respect of Taxes of the Company or its Subsidiaries, and there are no such Audit on-going negotiations with any taxing or other governmental authority with respect to Taxes of the Company or its Subsidiaries. No extension of a statute of limitations relating to Taxes is threatened. in effect with respect to the Company or any of its Subsidiaries. The Company and each Subsidiary have withheld and paid over to the relevant taxing authority all Taxes required to have been withheld and paid in connection with payments to employees, independent contractors, creditors, stockholders or other third parties. The Company and its Subsidiaries are not parties to or bound by any tax sharing, tax indemnity or tax allocation agreement or other similar arrangement with any other person or entity. There are no liens for Taxes (eother than for Taxes not yet delinquent) An Audit upon any of each United States federal income Tax Return the assets of the Company or any of its Subsidiaries. The Company and its Subsidiaries have never been members of an affiliated group of corporations within the meaning of Section 1504 of the Code, with the exception of the common group for which the Company is the common parent, nor has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any predecessor or affiliate of any of them, become liable (whether by contract, as transferee or successor, by law or otherwise) for the Taxes of any other person or entity under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law. The Company and its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are have not been "includable United States real property holding corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.Section

Taxes. (a) Except as set forth in Section 3.16 on Schedule 4.15(a) of the Company Acquirer Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) Letter, all material Tax Returns (as hereinafter defined) required to be filed by it on or prior with respect to the date Crosstex Entities have been filed and all Tax Returns of this Agreement, the Crosstex Entities are complete and each such Tax Return is correct and complete in all material respects and (ii) duly all material Taxes due relating to the Crosstex Entities have been paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision full. There is no claim (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes other than claims being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith through appropriate proceedings and for which adequate reserves have been established made in accordance with GAAP GAAP) against any Crosstex Entity for any material Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with full provision made for respect to any material Taxes or material Tax Returns of or with respect to the payment thereofCrosstex Entities. (b) Except as set forth on Schedule 4.15(b) of the Acquirer Disclosure Letter, no material Tax audits or administrative or judicial proceedings are being conducted or are pending with respect to the Crosstex Entities. (c) Neither All material Taxes required to be withheld, collected or deposited by or with respect to the Company nor any of its Subsidiaries has made any change in accounting methodsCrosstex Entities have been timely withheld, received a ruling from any Tax Authority collected or signed an agreement with regard deposited as the case may be, and to Taxes reasonably likely the extent required, have been paid to have a Company Material Adverse Effectthe relevant taxing authority. (d) No Audit (Except as hereinafter definedset forth on Schedule 4.15(d) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company Acquirer Disclosure Letter, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation for the payment or assessment of any material Tax of, or any of its Subsidiaries and, to material Taxes associated with the knowledge ownership or operation of the Companyassets of, no such Audit is threatenedany Crosstex Entity. (e) An Audit of each United States federal income Tax Return None of the Company Crosstex Entities is a party to any Tax sharing agreement or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996indemnification agreement, and no adjustments were asserted as a result of payments are due or will become due by any Crosstex Entity pursuant to any such Audits which have not been finally resolved and fully paidagreement or arrangement. (f) There are no agreements, consents None of the Crosstex Entities has engaged in a transaction that would be reportable by or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceCrosstex Entity pursuant to Treasury Regulation § 1.6011-4 or any predecessor thereto. (g) Neither the Company nor There are no Liens on any of its Subsidiaries is a party to, the assets of any Crosstex Entity that arose in connection with any failure (or is bound by, alleged failure) to pay any agreement, arrangement or policy relating to the allocation, indemnification or sharing of TaxesTax. (h) The Company, Except as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(bset forth on Schedule 4.15(h) of the Code)Acquirer Disclosure Letter, none of the Crosstex Entities has filed since 1994 been a consolidated return for United States federal income Tax purposes on behalf member of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries or is a successor to an entity that has been a member of an affiliated group filing a consolidated United States federal income Tax Return other than or has any liability for the affiliated group in which they are currently members and Taxes of which the Company is the common parentany Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract, or otherwise. (i) With respect Crosstex MLP has not elected to completed pay periods, be treated as a corporation for federal Tax purposes. Crosstex MLP qualifies as a “publicly traded partnership” within the Company and each meaning of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (jSection 7704(b) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger Code and at least 90% of the gross income of Crosstex MLP for each taxable year since its formation has been from sources that are treated as “qualifying income” within the payment meaning of any amount described in Section 162(m)(17704(d) of the Code. Crosstex MLP has filed a federal income tax return that has in effect an election pursuant to Section 754 of the Code.

Taxes. (a) Except as set forth in Section 3.16 Schedule 3.11 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has , (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defineddefined in Section 3.11(d) hereof) required to be filed by it on or prior with respect to Taxes of the Company and each of its Subsidiaries as of the date hereof have been filed in a timely manner (taking into account all lawful extensions of this Agreementdue dates) other than those Tax Returns as to which the failure to file would not reasonably be expected to have a Material Adverse Effect, and each all such Tax Return is Returns are true, complete and correct and complete in all material respects and respects, (ii) duly all Taxes due and payable have been timely paid in full or, made or adequate accruals and reserves in its books and records provision in accordance with GAAP with full provision (or there has been paid or respect to the matters covered by such provision Tax Returns has been made on its behalf for its sole benefit and recourse) for the payment oftherefor, (iii) the Company and each of its Subsidiaries has properly accrued all Taxes for all periods ending on or prior subsequent to the date periods covered by such Tax Returns, (iv) the Company and each of this Agreementits Subsidiaries have not received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for Taxes of the Company or its Subsidiaries that have not been fully paid, except for those Taxes being finally settled or contested in good faith. , (bv) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither neither the Company nor any of its Subsidiaries has made executed or filed with any change taxing authority any agreement now in accounting methodseffect extending the period for assessment or collection of any Taxes (except for extensions to file Tax Returns which may have such effect), received a ruling from any Tax Authority or signed an agreement (vi) there are no Liens with regard respect to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to upon any Taxes of the properties or Tax Returns assets of the Company or its Subsidiaries and (vii) since the date of the most recently audited financial statements of the Company and each of its Subsidiaries, the Company has incurred no liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation, any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither the Company nor any of its Subsidiaries has incurred any liability for Taxes other than in the ordinary course of business. (b) The Company (i) will elect to be taxed as a real estate investment trust (a "REIT") within the meaning of the Code commencing with its taxable year ending December 31, 1997, (ii) for all taxable years commencing with its taxable year ending December 31, 1997, has been organized and operated in conformity with the requirements for taxation as a REIT within the meaning of Section 856 of the Code, (iii) has operated to the date hereof, and intends to continue to operate, in such a manner as to qualify as a REIT for all of its taxable years ending on or prior to the Closing, and (iv) has not taken or omitted to take any action which would result in a successful challenge to its status as a REIT and, to the knowledge of the Company, no such Audit challenge is pending or threatened. (ec) An Audit of each United States federal income Tax Return Each of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Company's corporate Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (Qualified REIT Subsidiary as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b856(i) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group each partnership, limited liability company or joint venture in which they are currently members and of which the Company is the common parent(either directly or indirectly) owns an equity interest thereof has been treated since its formation and continues to be treated for federal income tax purposes as a partnership and not as an association taxable as a corporation. (d) For purposes of this Agreement, (i) With respect to completed pay periods"Taxes" means all taxes, levies or other like assessments, charges or fees (including estimated taxes, charges and fees), including, without limitation, income, corporation, advance corporation, gross receipts, transfer, excise, property, sales, use, value-added, license, payroll, withholding, social security and franchise or other governmental taxes or charges, imposed by the Company and each of its Subsidiaries has withheld from its employeesUnited States or any state, independent contractorscounty, creditors, stockholders, customers and third partieslocal or foreign government or subdivision or agency thereof, and timely paid such term shall include any interest, penalties or additions to the appropriate tax attributable to such taxes and (ii) "Tax AuthorityReturn" means any report, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect return, statement or other written information required to any matter relating be supplied to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated a taxing authority in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the CodeTaxes.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All material Tax Returns (as hereinafter defined) required by Law to be filed by it on or prior Acquiror, if any, have been duly and timely filed (after giving effect to the date any valid extensions of this Agreement, and each time in which to make such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faithfilings). (b) There are no Liens for All material amounts of Taxes upon shown due on any property or assets Tax Returns of the Company or any Subsidiary thereof, except for Liens for Acquiror and all other material amounts of Taxes not yet due and for which adequate reserves owed by Acquiror have been established in accordance with GAAP with full provision made for the payment thereoftimely paid. (c) Neither Except where the Company nor any of its Subsidiaries has made any change failures to do so would not, individually or in accounting methodsthe aggregate, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely be expected to have a Company an Acquiror Material Adverse Effect, Acquiror has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid to any employee, independent contractor, director, agent, manager, supplier, lender, creditor, stockholder, or any other third party and (ii) remitted such amounts required to have been remitted to the appropriate Governmental Authority. All Forms W-2 or 1099 or other Tax Returns required with respect thereto have been properly completed and timely filed. (d) Acquiror is not currently engaged in any material audit, administrative, or judicial proceeding with a taxing authority with respect to Taxes. Acquiror has not received any written notice from a taxing authority of a proposed deficiency of a material amount of Taxes, other than any such deficiencies that have since been resolved. No Audit (as hereinafter defined) written claim has been made by any Governmental Authority in a jurisdiction where Acquiror does not file a Tax Authority Return that such entity is presently pending with regard or may be subject to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment that jurisdiction in respect of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result that would be the subject of such Audits Tax Return, which have claim has not been finally resolved and fully paid. (f) resolved. There are no agreements, consents outstanding agreements extending or waivers to extend waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or payment reassessment of, material Taxes of any Taxes or deficiencies against the Company or any of its SubsidiariesAcquiror, and no power written request for any such waiver or extension is currently pending. (e) To the knowledge of attorney applicable Acquiror, there are no facts, circumstances, or plans that, either alone or in combination, could reasonably be expected to either prevent the Company or any Transactions from qualifying for the Intended Tax Treatment. (f) Other than the representations and warranties set forth in Section 5.6, this Section 5.9 contains the exclusive representations and warranties of its Subsidiaries Acquiror with respect to any Taxes is Tax matters. Nothing in force. (g) Neither the Company nor any of its Subsidiaries is this Section 5.9 shall be construed as providing a party to, representation or is bound by, any agreement, arrangement or policy relating warranty with respect to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periodsany taxable period (or portion thereof) beginning following the Closing Date or (ii) the existence, the Company and each of its Subsidiaries has withheld from its employeesamount, independent contractorsexpiration date, creditors, stockholders, customers and third parties, and timely paid to the appropriate or limitations on (or availability of) any Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawattribute. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except (a) Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Shares hereunder. In the event that the Company is required to withhold taxes as a result of the grant or vesting of the Shares, or subsequent sale of the Shares, Employee shall surrender a sufficient number of whole Shares or make a cash payment as necessary to cover all applicable required withholding and payroll-based taxes at the time the Shares vest and the transfer restrictions on the Shares, as described in Section 5, lapse (or at such other time as required by applicable laws), unless alternative procedures for such payment are established by the Company. Employee will receive a cash refund for any fraction of a surrendered Share not necessary for required withholding taxes and required social security contributions. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, Employee authorizes the Company, its affiliates and subsidiaries, which are qualified to deduct tax at source, to deduct all applicable required withholding taxes and social security contributions from Employee’s compensation. Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. (b) Employee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date all “forfeiture restrictions” on the Shares have lapsed. In this context, “forfeiture restrictions” mean the forfeiture obligation set forth in Section 3 of this Agreement and the restriction on transferability as set forth in Section 3.16 5 of this Agreement and in Section 7 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofPlan. (c) Neither Employee understands that Employee may elect to be taxed at the time the Shares are issued, based on the value of the Shares at the issuance date, rather than when and as the forfeiture restrictions lapse (on the vesting dates), by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of issuance. Employee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to issuance and vesting of the Shares hereunder, and does not purport to be complete. The Company nor has directed Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, the tax consequences of its Subsidiaries has made Employee’s death, and the decision as to whether or not to file an 83(b) Election (as well as appropriate advice and assistance with the actual filing of any change such 83(b) Election) in accounting methods, received a ruling from any Tax Authority or signed an agreement connection with regard to Taxes reasonably likely to have a Company Material Adverse Effectthe issuance of the Shares. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending Regardless of any action the Company takes with regard respect to any Taxes or Tax Returns all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and that the Company (i) makes no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this issuance of Shares, including the vesting of the Company Shares or the subsequent sale of the Shares; and (ii) does not commit to structure the terms or any aspect of its Subsidiaries and, this issuance of Shares to reduce or eliminate Employee’s liability for Tax-Related Items. Prior to the knowledge vesting of the CompanyShares, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of Employee shall pay the Company or any amount of its Subsidiaries has been completed by Tax-Related Items that the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted Company may be required to withhold as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 Employee’s receipt of the Code) consisting solely Stock Award or Employee’s receipt of Shares that cannot be satisfied by the means previously described. The Company and may refuse to deliver the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect Shares if Employee fails to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects comply with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated Employee’s obligations in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the CodeTax-Related Items.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of Except as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries has (i) duly have timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter definedtaking into account any valid extension of time within which to file) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date any of this Agreement, and each such Tax Return is correct and complete in all material respects and them; (ii) duly each of such filed Tax Returns (taking into account all amendments thereto) is complete and accurate; and (iii) all Taxes shown to be due on such Tax Returns have been timely paid in full orfull, made adequate accruals or withheld and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior remitted to the date of this Agreementappropriate taxing authority, except for those Taxes being contested in good faithfaith and for which adequate reserves in accordance with GAAP have been provided on the Company’s consolidated financial statements. (b) Except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received written notice of, or has pending, in process, or otherwise outstanding, any audit, examination or other Action from any taxing authority in respect of liabilities for Taxes of the Company or any of its Subsidiaries: (ii) no deficiency with respect to any Taxes has been assessed or proposed in writing against the Company or any of its Subsidiaries that has not been fully paid, except with respect to Taxes being contested in good faith and for which adequate reserves in accordance with GAAP have been provided on the Company’s consolidated financial statements; and (iii) with respect to any tax years open for audit as of the date hereof, neither the Company nor any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment or collection of, any Tax. (c) There are no Liens for Taxes upon on any property or of the assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofof its Subsidiaries other than Permitted Liens. (cd) Except as would not have a Company Material Adverse Effect, no claim has been made in writing by any taxing authority in a jurisdiction in which the Company or any of its Subsidiaries has not filed a particular type of Tax Return or paid a particular type of Tax to the effect that the Company or such Subsidiary is required to file such Tax Return or pay such type of Tax in such jurisdiction. (e) Neither the Company nor any of its Subsidiaries has made engaged in any change “listed transaction” as defined in accounting methods, received a ruling from any Tax Authority Treasury Regulations Section 1.6011-4(b)(2) or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse EffectTreasury Regulations Section 301.6111-2(b)(2). (df) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of Neither the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or nor any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation any material liability for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against Person (other than the Company or any of its Subsidiaries, and no power ) under Section 1.1502-6 of attorney applicable to either the Company Treasury Regulations (or any corresponding or similar provision of its Subsidiaries with respect to any Taxes state, local, or non-U.S. Law), as a transferee or successor; or by contract (other than contracts entered into in the ordinary course of business the primary purpose of which is in forcenot Taxes). (g) Neither the Company nor any of its Subsidiaries is a party towill be required to include any material item of income in, or is bound byto exclude any material item of deductions from, taxable income from any agreement, arrangement Tax period (or policy relating portion thereof) ending after the Closing as a result of any (i) change in method of accounting for a Tax period (or portion thereof) ending prior to the allocationClosing, indemnification (ii) closing agreement as described in Section 7121 of the Code executed prior to the Closing, (iii) change in method of accounting adopted prior to the Closing, (iv) open transaction disposition entered into prior to Closing outside the ordinary course of business, (v) prepaid amount received prior to Closing outside the ordinary course of business or sharing (vi) application of TaxesSection 965 of the Code or any related provisions applicable to controlled foreign corporations under federal, state, local or non-U.S. Law. Neither the Company nor any of its Subsidiaries has made an election under Section 965(h) of the Code. (h) The Company, as the common parent There are no requests for rulings or determinations in respect of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal any income or other material Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor pending between any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries, on the one hand, and any taxing authority, on the other hand. None of the Company or any of its Subsidiaries has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state, local or non-U.S. Law), in either case that would be binding upon the Company or any of its Subsidiaries after the Closing Date. (i) The Company and its Subsidiaries have (i) to the extent applicable, properly complied with all requirements of applicable Tax Law in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) not deferred any payroll tax obligations pursuant to the CARES Act, (iii) to the extent applicable, properly complied with all requirements of applicable Tax Law and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Act and Section 2301 of the CARES Act, and (iv) not sought (nor has any Affiliate that would be aggregated with the Company or any Subsidiary thereof and treated as one employer for purposes of Section 2301 of the CARES Act sought) a covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)), as added by Section 1102 of the CARES Act. (j) None of the Company nor any of its Subsidiaries has taken or failed to take any action that would reasonably be expected to adversely affect the tax-free status of the Internal Reorganization Transactions, the Contribution or the Distribution, each as defined in the Tax Matters Agreement dated as of June 28, 2018, by and between Autoliv, Inc. and the Company (the “Tax Matters Agreement”). (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of its Subsidiaries has (i) any material liability under Section 2.2(c) of the Merger for the payment of Tax Matters Agreement, (ii) taken any amount action described in Section 162(m)(18.3 of the Tax Matters Agreement without first obtaining a Supplemental Tax Opinion (as defined in the Tax Matters Agreement) or (iii) received a notice described in Section 7.1 of the Tax Matters Agreement. (l) Since the Spin Date, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation,” or has otherwise participated, in a transaction intended to qualify under Section 355 of the Code. (m) For purposes of this Section 4.15, all representations and warranties made with respect to the Company and its Subsidiaries are equally made with respect to any predecessor of the Company or any of its Subsidiaries that became such a predecessor following the Spin Date and any former Subsidiaries of the Company (with respect to all applicable periods following the Spin Date during or with respect to which such Subsidiaries were, or were treated as, Subsidiaries of the Company under applicable Tax Laws). The representations and warranties set forth in this Section 4.15 and, to the extent relating to Tax matters, Section 4.12, are the Company’s sole and exclusive representations with respect to Tax matters in this Agreement.

Taxes. Except as set forth would not have, individually or in Section 3.16 of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect: (a) Each of All Tax Returns (other than any Parent Tax Return) required by Applicable Law to be filed with any Taxing Authority by, or on behalf of, the Company or any of its Subsidiaries have been filed when due in accordance with all Applicable Law (taking into account all extensions), and all such Tax Returns are correct and complete. (b) The Company and each of its Subsidiaries has (i) duly filed paid (or there have been filed has had paid on its behalf) with to the appropriate Tax Authorities Taxing Authority all Taxes due and payable, except for Parent Taxes or Taxes being contested in good faith and for which adequate accruals or reserves have been established on the financial statements of the Company. (as hereinafter definedc) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to As of the date of this Agreement, and each such Tax Return there is correct and complete in all material respects and (ii) duly paid in full no claim, audit, action, suit, proceeding or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date Company’s Knowledge, investigation now pending or, to the Company’s Knowledge, threatened in writing against or with respect to the Company or its Subsidiaries in respect of this Agreement, except for those Taxes being contested in good faithany Tax (other than any Parent Tax). (bd) There are no Liens for Taxes (other than Parent Taxes or Permitted Liens) upon any property or of the assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofof its Subsidiaries. (ce) Neither the Company nor any of its Subsidiaries has made any change participated in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect“listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2). (df) No Audit (as hereinafter defined) Each of the Company and its Subsidiaries has deducted, withheld and paid to the appropriate Governmental Authority all Taxes required to be deducted, withheld or paid by a Tax Authority is presently pending it in connection with regard amounts paid or owing to any Taxes employee, independent contractor, creditor, customer, stockholder, supplier or other Third Party. (g) In the three years prior to the date of this Agreement, no written claim has been made by any Taxing Authority in a jurisdiction in which each of the Company and each of its Subsidiaries does not file a particular type of Tax Returns Return (other than any Parent Tax Return) or pay a particular type of Tax (other than any Parent Tax) that the Company or any of its Subsidiaries and, is or may be required to the knowledge file such type of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes pay such type of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the CodeTax), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and in such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentjurisdiction. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 4.16 of the Company ASC Disclosure ScheduleLetter and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ASC: (a) Each of the Company ASC and its Subsidiaries each ASC Subsidiary has (i) duly timely filed (or there have been filed on its behalf) in accordance with the appropriate Tax Authorities (as hereinafter defined) applicable law all Tax Returns (as hereinafter defined) required to be filed by it or with respect to it, its operations and assets, and has paid or caused to be paid all Taxes required to be paid. All Tax Returns filed by ASC or any ASC Subsidiary with respect to Taxes were prepared in compliance with all applicable laws and regulations and were true, complete, and correct in all respects as of the date on which they were filed or prior as subsequently amended to the date hereof. Complete copies of this Agreementfederal, state, local, and foreign Tax Returns of ASC and each such Tax Return is correct ASC Subsidiary for each of the years ended 1999 and complete in all material respects and (ii) duly paid in full or, 1998 have heretofore been delivered or made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior available to MeriStar. Prior to the date hereof, ASC has provided to MeriStar copies of this Agreement, except all revenue agents' reports and other written assertions of deficiencies or other liabilities for those Taxes being contested in good faithof ASC and each ASC Subsidiary with respect to past periods for which the applicable statute of limitations has not expired. (b) There ASC and each ASC Subsidiary has timely paid all Taxes for which a notice of, or assessment or demand for, payment has been received or which are no Liens for Taxes upon any property or assets of the Company otherwise due and payable with respect to ASC or any Subsidiary thereofASC Subsidiary, its operations and assets (in each case, whether or not shown on any Tax Return), except for Liens for Taxes not yet due that are being contested in good faith by appropriate proceedings (all of which are disclosed on Section 4.16(b) of the ASC Disclosure Letter) and for payment of which Taxes adequate reserves will have been established in accordance with GAAP with full provision made for set up as of the payment thereofClosing Date. (c) Neither ASC and each of the Company nor any of its ASC Subsidiaries has made any change in accounting methodscomplied with all applicable law, received a ruling from any Tax Authority rules, and regulations relating to the withholding of Taxes and has timely collected or signed an agreement with regard withheld and paid over to Taxes reasonably likely the proper governmental authorities all amounts required to have a Company Material Adverse Effectbe so collected or withheld and paid over for all prior periods under all applicable laws. (d) There are no outstanding agreements, waivers, or arrangements extending the statutory period of limitations for the assessment or collection of Taxes with respect to any Tax Return that relates to ASC or any ASC Subsidiary, which waivers or extensions currently are in effect, and no request for any such waiver or extension is currently pending. (e) There are no Tax rulings, request for rulings, or closing agreements relating to ASC or any ASC Subsidiary which could affect its liability for Taxes for any period after the Closing Date. (f) No Audit (as hereinafter defined) by a Tax Authority action, suit, proceeding, investigation, audit, claim, or assessment is presently pending or, to the knowledge of ASC, proposed with regard to any Taxes or Tax Returns of the Company that relate to ASC or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company ASC Subsidiary for which ASC would or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) could be liable. There are no agreements, consents requests from any taxing authority for information or waivers with respect to extend Taxes of ASC or the statutory period of limitations applicable to ASC Subsidiaries. Neither ASC nor the assessment or payment of ASC Subsidiaries has any Taxes or deficiencies against the Company knowledge or any fact or condition that, if known to any taxing authority having jurisdiction, would likely result in the issuance of its a notice of proposed deficiency or similar notice of intention to assess Taxes against ASC or the ASC Subsidiaries, and no power issue has arisen in any examination of attorney applicable to either ASC or the Company or ASC Subsidiaries by any of its Subsidiaries taxing authority that if raised with respect to any Taxes is other period not so examined would result in forcea material deficiency for any other period not so examined, if upheld. (g) Neither the Company ASC nor any of the ASC Subsidiaries (i) has agreed to or is required to make any adjustment pursuant to Section 481 of the Code (or any predecessor or similar provision of other laws or regulations) by reason of a change in accounting method or otherwise; (ii) has knowledge that any taxing authority has proposed any such adjustment or change which proposal is currently pending; or (iii) has an application pending with any taxing authority requesting permission for any change in accounting methods that relates to its Subsidiaries business and operations. (h) Neither ASC nor any ASC Subsidiary (i) is a party to, or is bound by, or has any agreementobligation under, arrangement any Tax sharing agreement or policy relating similar contract, (ii) has any current or potential contractual obligation to the allocationindemnify any other person with respect to Taxes, indemnification or sharing (iii) has any obligation to make distributions in respect of Taxes. (hi) No Taxes are delinquent or constitute a lien against ASC or any ASC Subsidiary, except with respect to Taxes being contested in good faith by appropriate proceedings (all of which are disclosed on Section 4.16(i) of the ASC Disclosure Letter) and for payment of which Taxes adequate reserves have been established. (j) There is no contract, agreement, plan, or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by ASC or MeriStar by reason of Section 280G of the Code. (k) The Company, as the common parent of an affiliated group of corporations unused "net operating losses" (as defined in Section 1504 172 of the Code) consisting solely of ASC and each ASC Subsidiary (the years which all such net operating losses arose and will expire being set forth on Section 4.16(k) of the Company and ASC Disclosure Letter) are not subject to any limitations under Sections 382 or 384 of the Subsidiaries that Code, except for those limitations which are set forth in Section 4.16(k) of the ASC Disclosure Letter. (l) No property of ASC or any ASC Subsidiary is "includable corporationstax-exempt use property" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) 168 of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company UPR and its Subsidiaries has (i) subsidiaries have duly filed all material federal, state, local and foreign income, franchise, excise, real and personal property and other Tax Returns (including, but not limited to, those filed on a consolidated, combined or there unitary basis) required to have been filed on by UPR or its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or subsidiaries prior to the date hereof. All of this Agreementthe foregoing Tax Returns and reports are true and correct (except for such inaccuracies that are, individually or in the aggregate, immaterial), and each such Tax Return is correct UPR and complete in its subsidiaries have within the time and manner prescribed by Applicable Law paid or, prior to the Effective Time, will pay all material respects Taxes, interest and (ii) duly penalties required to be paid in full orrespect of the periods covered by such returns or reports or otherwise due to any federal, made adequate accruals and reserves state, foreign, local or other taxing authority. Neither UPR nor any of its subsidiaries have any material liability for any Taxes in its books and records in accordance with GAAP with full provision (or there has been excess of the amounts so paid or such provision reserves so established and neither UPR nor any of its subsidiaries is delinquent in the payment of any material Tax. Neither UPR nor any of its subsidiaries has requested or filed any document having the effect of causing any extension of time within which to file any returns in respect of any fiscal year which have not since been filed. No deficiencies for any material Tax have been proposed in writing, asserted or assessed (tentatively or definitely), in each case, by any taxing authority, against UPR or any of its subsidiaries for which there are not adequate reserves. Neither UPR nor any of its subsidiaries is the subject of any currently ongoing Tax audit except for those that are, individually or in the aggregate, immaterial. There are no pending requests for waivers of the time to assess any material Tax, other than those made in the ordinary course and for which payment has been made on or there are adequate reserves. Neither UPR nor any of its behalf subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no liens with respect to material Taxes upon any of the properties or assets, real or personal, tangible or intangible of UPR or any of its subsidiaries (other than liens for Taxes not yet due). To the knowledge of UPR, no claim has ever been made in writing by an authority in a jurisdiction where none of UPR and its sole benefit and recoursesubsidiaries files Tax Returns that UPR or any of its subsidiaries is or may be subject to taxation by that jurisdiction. Neither UPR nor any of its subsidiaries has filed an election under Section 341(f) for of the payment of, all Taxes for all periods ending on or prior Code to the date of this Agreement, except for those Taxes being contested in good faithbe treated as a consenting corporation. (b) There Neither UPR nor any of its subsidiaries is obligated by any contract, agreement or other arrangement to indemnify any other person with respect to material Taxes. Neither UPR nor any of its subsidiaries are no Liens for Taxes upon now or have ever been a party to or bound by any property agreement or assets of the Company arrangement (whether or not written and including, without limitation, any arrangement required or permitted by law) binding UPR or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made of its subsidiaries that (i) requires UPR or any of its subsidiaries to make any Tax payment to or for the payment thereofaccount of any other person, (ii) affords any other person the benefit of any net operating loss, net capital loss, investment Tax credit, foreign Tax credit, charitable deduction or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes) of UPR or any of its subsidiaries, or (iii) requires or permits the transfer or assignment of income, revenues, receipts or gains to UPR or any of its subsidiaries, from any other person. (c) Neither the Company nor any of UPR and its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to subsidiaries have withheld and paid all material Taxes reasonably likely required to have a Company Material Adverse Effectbeen withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or Neither UPR nor any of its Subsidiaries andsubsidiaries is responsible for any material Taxes of any other person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, to the knowledge of the Companylocal, no such Audit is threatenedor foreign law), as a transferee, by contract, or otherwise. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company UPR nor any of its Subsidiaries is subsidiaries has constituted either a party to, "distributing corporation" or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are a "includable corporationscontrolled corporation" (within the meaning of Section 1504(b355(a)(1)(A) of the Code), has filed since 1994 ) in a consolidated return distribution of stock intended to qualify for United States federal income Tax purposes on behalf tax-free treatment under Section 355 of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. Code (i) With respect to completed pay periods, in the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid two years prior to the appropriate Tax Authority, proper amounts date of this Agreement (or will constitute such a corporation in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect the two years prior to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing date of the Merger for Effective Time) or (ii) in a distribution which otherwise constitutes part of a "plan" or "series of related transactions" (within the payment meaning of any amount described in Section 162(m)(1355(e) of the Code) in conjunction with the Merger.

Taxes. Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.16 of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect: (a) Each All Tax Returns required by Applicable Law to be filed with any Taxing Authority by, or on behalf of, the Company or any Company Subsidiary have been filed when due (giving effect to all extensions and whether or not shown as due on any Tax Return) in accordance with all Applicable Law, and all such Tax Returns are true, correct and complete. (b) The Company and each of the Company and its Subsidiaries has (i) duly filed paid (or there have been filed has had paid on its behalf) with or has withheld and remitted to the appropriate Tax Authorities Taxing Authority all Taxes due and payable, or (as hereinafter definedi) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreementwhere payment is not yet due, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision has established (or there has been paid or such provision has been made had established on its behalf and for its sole benefit and recourse) in accordance with GAAP an adequate accrual or (ii) where payment is being contested in good faith pursuant to appropriate procedures, has established (or has had established on its behalf and for the payment ofits sole benefit and recourse) in accordance with GAAP an adequate reserve, in each case for all Taxes through the end of the last period for all periods which the Company and the Company Subsidiaries ordinarily record items on their respective books and records. (c) All federal income Tax Returns of the affiliated group of which the Company is the common parent through the Tax year ended December 31, 2019 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under Applicable Law, after giving effect to extensions or waivers, has expired. (d) Neither Company nor any of the Company Subsidiaries (or any member of any affiliated, consolidated, combined or unitary group of which Parent or any of its Subsidiaries is or has been a member) has granted any extension or waiver of the limitation period applicable to the assessment or collection of any federal, state, or non-U.S. income Tax. (e) There is no Proceeding (including an audit) pending or, to the Knowledge of the Company, threatened in writing against or with respect to the Company or the Company Subsidiaries in respect of any Tax or Tax asset which remains unresolved. (f) There are no requests for rulings or determinations in respect of any Tax or Tax asset pending between the Company or any Company Subsidiary and any Taxing Authority. (g) During the two (2)-year period ending on or prior to the date of this Agreement, except for those Taxes being contested the Company was not a distributing corporation or a controlled corporation in good faitha transaction intended to be governed by Section 355 of the Code. (bh) There are no Liens for Taxes (other than Permitted Liens) upon any property or of the assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofCompany Subsidiary. (ci) No claim has been made in writing by any Taxing Authority in a jurisdiction where the Company and/or the Company Subsidiaries do not file Tax Returns that the Company or any Company Subsidiary is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction. (j) Neither the Company nor any Company Subsidiary (1) has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company or any Company Subsidiary was the common parent, (2) is party to any Tax Sharing Agreement (other than any such agreement solely between the Company and Company Subsidiaries), or (3) has any liability for the Taxes of any Person (other than the Company or any Company Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or any Tax Sharing Agreement or as a transferee or successor. (k) Neither the Company nor any Company Subsidiary has taken or agreed to take any action or has knowledge of any fact or circumstance that could reasonably be expected to prevent the Integrated Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (l) Except as set forth in Section 4.16(l) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has (i) deferred any Taxes under Section 2303 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended, or (iii) applied for or received any loan under the Paycheck Protection Program under the CARES Act (or, in each case, any similar provision of U.S. or non-U.S. Law). (m) All material Taxes required to have been withheld and remitted by the Company or any of its Subsidiaries under applicable Law, including in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party, have been withheld or collected and, to the extent required, have been timely paid over to the appropriate Taxing Authority, and all material Tax Returns, including any IRS Forms W-2 and 1099 and other applicable forms, required with respect thereto have been properly completed and timely filed in all material respects. (n) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority participated or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party toengaged in, or is bound byotherwise required to make any disclosure with the IRS with respect to, any agreement, arrangement or policy relating transaction that constitutes a “listed transaction” pursuant to the allocation, indemnification or sharing of Taxes. Treasury Regulations Section 1.6011-4(b)(2) (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any analogous, comparable or similar provision of its Subsidiariesstate, local or non-U.S. Law). (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each The Company, each of its current Subsidiaries and each of its former Subsidiaries (in the case of any current or former Subsidiaries, during the period that such Subsidiary was or has been a Company and its Subsidiaries Subsidiary) has (i) duly and timely filed (or there have been has caused to be filed on its behalf) with the appropriate Tax Governmental Entities or Taxing Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date in respect of this Agreementany material Taxes, and each such which Tax Return is Returns were true, correct and complete in all material respects (or requests for extensions to file such Tax Returns have been timely filed, granted and have not expired), and true and complete copies of all such Tax Returns for the taxable period ended on or after January 1, 2006 have been made available to Parent, (ii) duly and timely paid in full (or the Company has paid on the Company Subsidiaries’ behalf) all material Taxes due with respect to the periods covered by such Tax Returns, (iii) duly and timely paid in full or withheld, or established adequate reserves in accordance with GAAP for, all material Taxes that are due and payable by it, whether or not such Taxes were asserted by the relevant Governmental Entity or Taxing Authority, (iv) established reserves in accordance with GAAP that are adequate for the payment of all material Taxes not yet due and payable with respect to the results of operations of the Company and each Company Subsidiary through the date of this Agreement and (v) complied in all material respects with all Laws applicable to the withholding and payment over of Taxes and has timely withheld and paid over to, or, where amounts have not been so withheld, established an adequate reserve under GAAP for the payment to, the respective proper Governmental Entities or Taxing Authorities all material amounts required to be so withheld and paid over. (b) There (i) is no deficiency, delinquency, claim, audit, suit, proceeding, request for information or investigation now pending, outstanding or, to the knowledge of the Company, threatened against or with respect to the Company or any Company Subsidiary in respect of any material Taxes or material Tax Returns and (ii) duly paid are no requests for rulings or determinations in full respect of any material Taxes or material Tax Returns pending between the Company or any Company Subsidiary and any authority responsible for such Taxes or Tax Returns. (c) No deficiency for any material Tax has been asserted or assessed by any Governmental Entity or Taxing Authority in writing against the Company or any Company Subsidiary (or, made to the knowledge of the Company or any Company Subsidiary, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently contested in good faith by appropriate proceedings and for which adequate accruals and reserves in its books and records have been established in accordance with GAAP GAAP. (d) There are no tax sharing agreements, tax indemnity agreements or other similar agreements of any kind, whether or not written, with full provision respect to or involving the Company or any Company Subsidiary in effect. (e) None of the Company or any Company Subsidiary has any liability for material Taxes as a result of having been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or any similar Affiliated or consolidated group for tax purposes under state, local or foreign Law (other than a group the common parent of which is the Company), or has any liability for the material Taxes of any Person (other than the Company or the Company Subsidiaries) under Treasury Regulations Section 1.1502-6 (or there has been paid any similar provision of state, local or such foreign Law), or as a transferee or successor, by contract or otherwise. (f) There are no material adjustments under Section 481 of the Code (or similar or analogous provision has been made on its behalf for its sole benefit and recourseof state, local or foreign Law) for income Tax purposes applicable to or required to be made by the payment ofCompany or any Company Subsidiary as a result of changes in methods of accounting or other events occurring on or before the date hereof. (g) None of the Company or any Company Subsidiary will be required to include any material item of income in, all Taxes or exclude any material item of deduction from, taxable income for all periods any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the date Closing Date, (ii) “closing agreement” as described in Section 7121 of this Agreementthe Code (or any corresponding or similar provision of state, except for those Taxes being contested local or foreign Tax Law) executed on or prior to the Closing Date, (iii) intercompany transactions or excess loss account described in good faithTreasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date or (vi) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date. (bh) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereofCompany Subsidiary, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofPermitted Liens. (ci) Neither the Company nor any of its Subsidiaries Company Subsidiary has made any change participated in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (“listed transaction” within the meaning of Treasury Regulations Section 1504(b) of the Code1.6011-4(b)(2), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently material claim, other than claims defeated or withdrawn, has been made since January 1, 2006 by an authority in force with respect to any matter relating to Taxes that could affect a jurisdiction where the Company or any of its SubsidiariesCompany Subsidiary has not filed Tax Returns that it is or may be subject to taxation by that jurisdiction. (k) Neither the Company nor any Company Subsidiary shall become obligated has waived any statute of limitations in connection respect of material Taxes or agreed to any extension of time with regard to a material Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course) since January 1, 2006. (l) Neither the Company nor any Company Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution of stock qualifying for tax-free treatment under Section 355 of the Code occurring during the two-year period ending on the date hereof or in a distribution which would otherwise constitute part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code) in conjunction with the closing Merger. (m) There is no power of attorney given by or binding upon the Merger Company or any Company Subsidiary with respect to Taxes for any period for which the payment statute of limitations (including any amount waivers or extensions) has not yet expired. (n) The Company satisfies the exception described in Section 162(m)(11445(b)(6) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has Acquired Companies (i) duly has timely filed (or there have been had filed on its their behalf) with the appropriate Tax Authorities (as hereinafter defined) all material Tax Returns (as hereinafter defined) required to be filed by it any of them (after giving effect to any filing extension granted by a Governmental Body) and (ii) has paid (or had paid on their behalf) or prior to the date of this Agreement, and each will timely pay Taxes (whether or not shown on such Tax Return is Returns) that are required to be paid by it. Such Tax Returns are true, correct and complete in all material respects and (ii) duly paid respects. The most recent financial statements contained in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or Company SEC Reports filed prior to the date hereof reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes payable by the Acquired Companies for all taxable periods and portions thereof through the date of this Agreementsuch financial statements, and Taxes payable by the Acquired Companies on the Closing Date will not exceed such reserve as adjusted through the Closing Date in accordance with the past custom and practice of any of the Acquired Companies in filing their Tax Returns. True and complete copies of all federal Tax Returns that have been filed with the IRS by the Company Parties with respect to the taxable years commencing on or after January 1, 2004, have been provided or made available to Representatives of Parent prior to the date hereof. None of the Acquired Companies has executed or filed with the IRS or any other Taxing Authority any agreement, waiver or other document or arrangement extending the period for assessment or collection of material Taxes (including any applicable statute of limitation), which waiver or extension is currently in effect, and, except for those Taxes being contested as set forth in good faithSection 4.11(a) of the Disclosure Letter, no power of attorney with respect to any Tax matter is currently in force with respect to any of the Acquired Companies. (b) There are no Liens The Company, (i) for Taxes upon any property or assets each taxable year of its existence has been subject to taxation as a real estate investment trust (“REIT”) within the meaning of Section 856 of the Code and has been organized and operated in conformity with the requirements for qualification and taxation as a REIT for such years, (ii) has operated to the date hereof in a manner that will permit it to qualify as a REIT for the taxable year that includes the date hereof, and (iii) shall continue to operate in such a manner as to permit it to continue to qualify as a REIT for the taxable year of the Company that includes the Closing Date (excluding, in the case of clause (iii), the distribution requirements). The Company has not taken any action or omitted to take any Subsidiary thereofaction that would reasonably be expected to result in a successful challenge by the IRS to its status as a REIT, except and no challenge to the Company’s status as a REIT is pending or has been threatened in a writing delivered to the Company or, to the knowledge of the Acquired Companies, otherwise threatened. Excluding any Person in which the Company holds an equity interest of ten percent (10%) or less by both vote and value, within the meaning of Code Section 856(c)(4)(B)(iii), the Company does not own any interest (including through any Acquired Company) in any Person that is a corporation for Liens for Taxes U.S. federal income tax purposes, other than a corporation that qualifies as a “qualified REIT subsidiary,” within the meaning of Section 856(i)(2) of the Code, or as a “taxable REIT subsidiary,” within the meaning of Section 856(1) of the Code. The Company is not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for receiving or accruing any amount, directly or indirectly, that would be excluded from “rents from real property” pursuant to Section 856(d)(2)(B) of the payment thereofCode. (c) Neither Each Subsidiary of the Company nor any that is a partnership, joint venture, or limited liability company and that has not elected to be a “taxable REIT subsidiary” within the meaning of Code Section 856(1) (i) has been since its formation treated for U.S. federal income tax purposes as a partnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as a corporation and (ii) has not, since the later of its Subsidiaries has made formation or the acquisition by the Company of a direct or indirect interest therein, owned any change in accounting methods, received a ruling from assets (including securities) that have caused the Company to violate Section 856(c)(4) of the Code or would cause the Company to violate Section 856(c)(4) of the Code on the last day of any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectcalendar quarter after the date hereof. (d) No Audit None of the Acquired Companies holds any asset the disposition of which would be subject to rules similar to Section 1374 of the Code. (as hereinafter definede) by The Acquired Companies have not incurred any liability for material Taxes under sections 856(c), 856(g), 857(b), 860(c) or 4981 of the Code or any rules similar to Section 1374 of the Code and (ii) none of the Acquired Companies has incurred any liability for Taxes that have become due and that have not been previously paid other than in the ordinary course of business. To the knowledge of the Acquired Companies, no event has occurred, and no condition or circumstance exists, which would reasonably be expected to result in any Tax described in the preceding sentence being imposed on the Company. None of the Acquired Companies has engaged at any time in any “prohibited transactions” within the meaning of Section 857(b)(6) of the Code. To the knowledge of the Acquired Companies, none of the Acquired Companies has engaged in any transaction that would give rise to “redetermined rents, redetermined deductions and excess interest” described in section 857(b)(7) of the Code. To the knowledge of the Acquired Companies, no event has occurred, and no condition or circumstance exists, that presents a risk that any Tax Authority is presently pending described in the preceding two (2) sentences will be imposed on any of the Acquired Companies. (f) All deficiencies asserted or assessments made with regard respect to any Taxes or Tax Returns of the Company Acquired Companies by the IRS or any other Taxing Authority covering or including any of its Subsidiaries the Acquired Companies have been fully paid, and, to the knowledge of the Company, there are no other material audits, examinations or other proceedings relating to any Taxes of the Acquired Companies by any Taxing Authority in progress. Except as set forth in Section 4.11(f) of the Disclosure Letter, none of the Acquired Companies has received any written notice from any Taxing Authority that it intends to conduct such an audit, examination or other proceeding in respect of Taxes or make any assessment for Taxes. To the knowledge of the Acquired Companies, no audit, examination, or other proceeding is threatened. None of the Acquired Companies is a party to any litigation or pending litigation or administrative proceeding relating to Taxes. (g) The Acquired Companies have complied, in all material respects, with all applicable Legal Requirements relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, and 3402 of the Code or similar provisions under any foreign Legal Requirements) and have duly and timely withheld and have paid over to the appropriate Taxing Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Legal Requirements. (h) No claim has been made in a writing delivered to the Company or applicable Acquired Company by a Taxing Authority in a jurisdiction where any of the Acquired Companies does not file Tax Returns that any of the Acquired Companies is or may be subject to taxation by that jurisdiction, and to the knowledge of the Acquired Companies, no such Audit claim is threatened. (ei) An Audit Except as set forth in Section 4.11(i) of each United States federal income the Disclosure Letter, none of the Acquired Companies has requested any extension of time within which to file any material Tax Return, which material Tax Return of the Company or any of its Subsidiaries has not yet been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidfiled. (fj) There are no agreements, consents or waivers to extend None of the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect Acquired Companies is a party to any Taxes is in forceTax sharing or similar agreement or arrangement pursuant to which it could have any obligations after the Closing. (gk) Neither None of the Company nor any of its Subsidiaries is Acquired Companies has requested a party to, private letter ruling from the IRS or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxescomparable rulings from other taxing authorities. (hl) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 None of the Code) consisting solely of the Acquired Companies (other than an Acquired Company and the Subsidiaries that are "includable corporations" (is a “taxable REIT subsidiary” within the meaning of Section 1504(b856(l) of the Code), ) (i) is or has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has ever been a member of an affiliated group filing a consolidated United States federal income Tax Return other than or (ii) has any liability for the affiliated group in which they are currently members and Taxes of which the Company is the common parentanother Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Legal Requirement), as a transferee or successor or by Contract or otherwise. (im) With respect to completed pay periodsOther than Permitted Encumbrances, there are no Encumbrances for Taxes (other than Taxes not yet due and payable for which adequate reserves have been made in accordance with GAAP) upon any of the Company and each assets of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to any of the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawAcquired Companies. (jn) No power of attorney There is no Tax Protection Agreement currently in force with respect and, as of the date of this Agreement, no Person has raised in writing, or to any matter relating the knowledge of the Acquired Companies, threatened to Taxes that could affect the Company or raise, a claim against any of its Subsidiariesthe Acquired Companies for any breach of any Tax Protection Agreement. (ko) Neither the Company nor any Subsidiary shall become obligated in connection with the closing None of the Merger for the payment of Acquired Companies is a party to any amount understanding or arrangement described in Section 162(m)(16662(d)(2)(C)(ii) of the Code or Treasury Regulations Section 1.6011-4(b) or is a material advisor as defined in Section 6111(b) of the Code. (p) None of the Acquired Companies has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law). (q) Subject to the necessary conditions set forth in Section 4.11(q) of the Disclosure Letter, the Company has the right to make or to require, and, after the Merger Effective Time will continue to have the right to make or to require, each entity in which any Acquired Company owns an equity interest in and that is subject to federal income tax as a partnership to make an election under Section 754 of the Code (and any corresponding elections under state or local tax law) to adjust the basis of its property as provided in Sections 734(b) and 743(b) of the Code. (r) Section 4.11(r) of the Disclosure Letter sets forth each entity in which any of the Acquired Companies owns an equity interest and states whether such entity is classified as a partnership, disregarded entity, or a corporation for federal income tax purposes. In the case of an entity classified as a corporation for federal income tax purposes, such schedule states whether an effective election has been made to treat such entity as a “taxable REIT subsidiary” under Section 856(l) of the Code. (s) To the knowledge of the Acquired Companies, as of the date hereof, the Company is a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code. (t) As used herein, “Tax Protection Agreement” means any written or oral agreement to which any of the Acquired Companies is a party or otherwise subject pursuant to which: (a) any liability to holders of partnership interests in any Subsidiary of the Company relating to Taxes may arise, whether or not as a result of the consummation of any of the Merger Transactions; (b) in connection with the deferral of income Taxes of a holder of partnership interests of any Subsidiary of the Company, any of the Acquired Companies has agreed to (i) maintain a minimum level of debt or continue a particular debt or allocate a certain amount of debt to a particular partner, (ii) retain or not dispose of assets for a period of time that has not since expired, (iii) make or refrain from making Tax elections and/or (iv) only dispose of assets in a particular manner; and/or (c) limited partners of the Operating Partnership (i) have guaranteed Debt of the Operating Partnership or any Subsidiary thereof or (ii) agreed to indemnify another Person with respect to such Person’s liability for Debt of the Operating Partnership or any Subsidiary thereof.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company All material reports, filings, statements, declarations and its Subsidiaries has returns (i) duly filed (or there have been filed on its behalfcollectively, "Tax Returns") with the appropriate Tax Authorities respect to taxes, charges, fees, levies or assessments (as hereinafter defined) all Tax Returns (as hereinafter definedcollectively, "Taxes") required to be filed by it on the Acquired Corporation as of the Effective Time have been or prior to the date of this Agreementwill be duly filed, and each such Tax Return is Returns are or will be true and correct and complete in all material respects respects. The Acquired Corporation has paid or will pay all Taxes shown as due and (ii) duly paid in full orpayable on such Tax Returns; and the charges, made adequate accruals and reserves in its books and records in accordance for Taxes with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior respect to the Acquired Corporation reflected in the Acquired Corporation's financial statements are adequate under GAAP to cover Taxes accruing through the date of this Agreementthereof, except for those Taxes being including contested in good faithamounts and amounts not yet due and payable. (b) There are no Liens material claims with respect to Taxes pending against the Acquired Corporation and the Acquired Corporation is not aware of any threatened claim for Taxes upon any property or assets of the Company or any Subsidiary thereof, except basis for Liens for Taxes not yet due and for which adequate reserves such claims. No material issues have been established raised in accordance any examination by any Governmental Authority with GAAP with full provision made respect to the Acquired Corporation which reasonably could be expected to result in a proposed deficiency for any other period not so examined, and there are not now in force any waivers or agreements by the Acquired Corporation for the payment thereofextension of time for the assessment of any material Taxes, nor has any such waiver or agreement been requested by any Governmental Authority. The Acquired Corporation does not have any liability for any material Taxes of any corporation or entity other than the Acquired Corporation. (c) Neither the Company nor any of its Subsidiaries The Acquired Corporation has made any change in accounting methods, received a ruling from any Tax Authority paid or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, withholding and will pay when due to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax proper Governmental Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers material withholding amounts required to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries be withheld with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of all Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. (a) Except for such matters as set forth in Section 3.16 of would not have a material adverse effect on the Company Disclosure ScheduleCompany: (ai) Each each of the Company and its Subsidiaries subsidiaries has (i) duly timely filed (or there have been has had timely filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) ), all Federal income and all other material Tax Returns (as hereinafter defined) required by applicable law to be filed by it on or prior to or as of the date of this Agreementhereof, and each all such Tax Return is correct Returns are true, accurate and complete in all material respects and respects. (ii) duly each of the Company and its subsidiaries has paid in full (or has had paid on its behalf) or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision where payment is not yet due, has established (or there has been paid or such provision has been made had established on its behalf and for its sole benefit and recourse) in accordance with GAAP on or before the date hereof an adequate accrual for the payment of, all material Taxes for all periods due with respect to any monthly accounting period ending on or prior to or as of the date hereof. No material deficiency with respect to Taxes has been proposed in writing or assessed against the Company or any of this Agreementits subsidiaries. No material liens for Taxes exist with respect to any asset of the Company or any of its subsidiaries, except for those statutory liens for Taxes being contested not yet due. (iii) the Federal income Tax Returns and material state income and franchise and foreign Tax Returns of the Company and each of its subsidiaries have been examined by and settled with the appropriate Taxing Authority or the applicable statute of limitations has expired for all years through 1994. All material assessments for Taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid. (iv) except for customary indemnities included within leases, neither the Company nor any of its subsidiaries has any obligation under any agreement (either with any person or any taxing authority) with respect to Taxes. (v) no claim has been made by a Taxing Authority in good faitha jurisdiction where neither the Company nor any of its subsidiaries files Tax Returns that the Company or any of its subsidiaries is or may be subject to income or franchise taxation in that jurisdiction. (vi) no issue has been raised in writing by any Taxing Authority in any presently pending tax audit that could have a material adverse effect on the Company for any period after the Effective Time. (vii) neither the Company nor any of its subsidiaries is a party to any contract, agreement or other arrangement which provides for the payment of any amount which would not be deductible by reason of Section 162(m) or Section 280G of the Code. (b) There are no Liens for Taxes upon Within the past ten years, neither the Company nor any property of its subsidiaries has constituted either a "distributing corporation" or assets a "controlled corporation"(within the meaning of Section 355(a)(1)(A) of the Company or any Subsidiary thereof, except Code) in a distribution of stock qualifying for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for tax-free treatment under Section 355 of the payment thereofCode. (c) Neither the Company nor within the past six years, any of its Subsidiaries current subsidiaries has made been a member of an affiliated, consolidated, combined or unitary group of corporations, other than any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a such group of which the Company Material Adverse Effecthas been the common parent. (d) No Audit The Company has made available to Parent true and complete copies of (as hereinafter definedA) by a all Federal and material state and foreign income and franchise Tax Authority is presently pending Returns of the Company and its subsidiaries for the preceding three Taxable years ending in 1997 and (B) any audit report issued within the last three years (or otherwise with regard respect to any audit or proceeding in progress) relating to material Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatenedsubsidiaries. (e) An Audit of each United States federal income Tax Return No subsidiary of the Company or owns any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidShares. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All material Tax Returns (as hereinafter defined) required to be filed by it on or prior with respect to each Apple Blocker before the date of this Agreementhereof have been timely filed (taking into account all extensions), and each all such Tax Return is Returns are true, correct and complete in all material respects and respects, (ii) duly each Apple Blocker has timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (all material Taxes due or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior claimed to the date of this Agreementbe due, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith and for which adequate reserves have been established in accordance the financial statements of such Apple Blocker, (iii) all material Taxes required to be withheld by each Apple Blocker have been timely withheld and, to the extent required, paid over to the appropriate Governmental Entity and each Apple Blocker has complied with all information reporting and backup withholding requirements, including maintenance of required forms and other records, and (iv) the charges, accruals and reserves for Taxes with respect to each Apple Blocker reflected in such Apple Blocker’s balance sheet are adequate under GAAP with full provision made for to cover unpaid Tax liabilities accruing through the payment date thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (db) No Audit (as hereinafter defined) by a Tax Authority Apple Blocker is presently pending with regard party to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any material agreement, arrangement or policy relating to the principal purpose of which is the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries no Apple Blocker has been a member of an affiliated group (or similar state, local or foreign filing group) filing a material consolidated United States federal income Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentReturn. (ic) With There is no outstanding material claim, assessment or deficiency against any Apple Blocker for any Taxes that has been asserted or threatened in writing by any Governmental Entity, and no written claim has been made, within the preceding three years, by a Governmental Entity in a jurisdiction where such Apple Blocker does not file Tax Returns or pay Taxes that it is obligated to file Tax Returns or pay Taxes in such jurisdiction. No waiver or extension of any statute of limitations with respect to completed pay periods, the Company and each assessment or collection of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts Taxes is in all material respects with all Tax withholding provisions of applicable laweffect for any Apple Blocker. (jd) No power During the period beginning two years before the date hereof, no Apple Blocker has been a distributing corporation or a controlled corporation for purposes of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) 355 of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the The Company and its Subsidiaries each Company Subsidiary has (i) duly filed (and timely filed, or there have been has caused to be duly and timely filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) , all income and other material Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreementit, and each all such Tax Return is correct Returns are true, complete and complete accurate in all material respects respects. All material Taxes of the Company and the Company Subsidiaries (iiwhether or not shown to be due on such Tax Returns) have been duly and timely paid. All Taxes required to be withheld by the Company or any Company Subsidiaries have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except proper Governmental Entity or properly set aside in accounts for those Taxes being contested in good faithsuch purpose. (b) There The most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all Taxes payable by the Company and the Company Subsidiaries (in addition to any reserve for deferred Taxes to reflect temporary differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any material amount of Taxes which has been asserted or assessed (or, to the Knowledge of the Company, proposed or threatened) against the Company or any Company Subsidiary remains unpaid or unresolved, and no requests for waivers of the time to assess any such Taxes are no Liens for Taxes upon any property or assets pending. None of the Company or any Company Subsidiary thereofis currently under audit, except for Liens for examination, investigation or other proceeding by any Governmental Entity with respect to material Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofor a material Tax Return. (c) Neither The federal income Tax Returns of the Company nor and each Company Subsidiary consolidated in such Tax Returns have been examined by and settled with the IRS, or have closed by virtue of the expiration of the relevant statute of limitations, for all years through 2015. All material assessments for Taxes due with respect to such completed and settled examinations or any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to concluded litigation have a Company Material Adverse Effectbeen fully paid. (d) No Audit jurisdiction (as hereinafter definedwhether within or without the United States) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of in which the Company or any of its Subsidiaries has been completed by not filed a particular type of Tax Return or paid a particular type of Tax has asserted that the applicable Company or such Company Subsidiary is required to file such Tax Authorities Return or pay such type of Tax in such jurisdiction. (e) None of the Company or any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996Closing Date, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidany (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law), (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, (iv) any election pursuant to Section 108(i) or Section 451 of the Code (or any similar provision of state, local or foreign Law) or (v) using the deferral method provided for under Revenue Procedure 2004-34 in respect of any transaction occurring or payment received prior to the Closing. (f) There are no agreementsNone of the Company or any Company Subsidiary has received or applied for a Tax ruling or entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local Law), consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against in either case that would be binding upon the Company or any of its Subsidiaries, and the Company Subsidiaries after the Closing Date. (g) There are no power material Liens for Taxes (other than Permitted Liens) on the assets of attorney applicable to either the Company or any of its Subsidiaries Company Subsidiary. Neither the Company nor any Company Subsidiary (i) is bound by any agreement requiring it to make a payment to a Person (other than the Company or any Company Subsidiary) with respect to Taxes or (ii) has any liability for the Taxes is in forceof any Person (whether under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law, as a transferee or successor, pursuant to any Tax sharing or indemnity agreement or other contractual agreements, or otherwise). (gh) None of the Company or any Company Subsidiary has participated or engaged in any transaction that constitutes a “listed transaction” within the meaning of Treasury Regulations section 1.6011-4(c) (or any analogous, comparable or similar provision of state, local or foreign Law). (i) Neither the Company nor any of its Subsidiaries is Company Subsidiary has been a party to, “distributing corporation” or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (a “controlled corporation” within the meaning of Section 1504(b355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution that could otherwise constitute a “plan” or “series of related transactions” in conjunction with the transaction contemplated by this Agreement. (j) The Company has validly elected pursuant to Section 965(h) of the Code)Code to defer its Section 965(h) net tax liability, has filed since 1994 a consolidated return and except for United States federal income Tax purposes on behalf of itself and such Subsidiaries and the Merger contemplated by this Agreement, neither the Company nor any of such Subsidiaries Company Subsidiary has been a member of taken any action that would be treated as an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentacceleration event under Treasury Regulations Section 1.965-7(b)(3). (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 PFS and the PFS Subsidiaries that are at least 80 percent owned by PFS are members of the Company Disclosure Schedule: (a) Each same affiliated group within the meaning of the Company and its Subsidiaries Code Section 1504(a). PFS has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) federal, state and material local tax returns required to be filed by it or with respect to PFS and each Significant Subsidiary of PFS on or prior to the Closing Date, taking into account any extensions (all such returns, to the Knowledge of PFS, being accurate and correct in all material respects) and has duly paid or made provisions for the payment of all material federal, state and local taxes which have been incurred by or are due or claimed to be due from PFS and any Significant Subsidiary of PFS by any taxing authority or pursuant to any written tax sharing agreement on or prior to the Closing Date other than taxes or other charges which (i) are not delinquent, (ii) are being contested in good faith, or (iii) have not yet been fully determined. As of the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there PFS has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment received no notice of, all Taxes for all periods ending on or prior and to the date Knowledge of this AgreementPFS, except for those Taxes being contested in good faith. (b) There are there is no Liens for Taxes upon any property audit examination, deficiency assessment, tax investigation or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance refund litigation with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard respect to any Taxes or Tax Returns taxes of the Company PFS or any of its Subsidiaries andSignificant Subsidiaries, to the knowledge of the Company, and no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company claim has been made by any authority in a jurisdiction where PFS or any of its Significant Subsidiaries has been completed by the applicable Tax Authorities (do not file tax returns that PFS or the applicable statutes of limitation for the assessment of Taxes for any such periods have expired) for all periods through Significant Subsidiary is subject to taxation in that jurisdiction. Except as set forth in PFS DISCLOSURE SCHEDULE 5.7, PFS and including 1996, and no adjustments were asserted as a result of such Audits which its Significant Subsidiaries have not been finally resolved and fully paid. (f) There are no agreements, consents executed an extension or waivers to extend the statutory period waiver of any statute of limitations applicable to on the assessment or payment collection of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes material tax due that is currently in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company effect. PFS and each of its Significant Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, paid all taxes required to have been withheld and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and PFS and each of its Significant Subsidiaries, to the closing Knowledge of PFS, has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Merger for the payment of any amount described in Section 162(m)(1) of the CodeCode and similar applicable state and local information reporting requirements.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedulehas not had, and could not reasonably be expected to have, a material adverse affect on Duke: (ai) Each of the Company Duke and its Subsidiaries subsidiaries has (i) duly filed (timely filed, or there have been has caused to be timely filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) , all Tax Returns (as hereinafter defined) required to be filed by it it, and all such Tax Returns are true, complete and accurate. All Taxes shown to be due and owing on or such Tax Returns have been timely paid. (ii) The most recent financial statements contained in the Duke SEC Reports filed prior to the date of this AgreementAgreement reflect, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf GAAP, an adequate reserve for its sole benefit and recourse) for the payment of, all Taxes payable by Duke and its subsidiaries for all taxable periods ending on or prior to through the date of this Agreement, except for those Taxes being contested in good faithsuch financial statements. (biii) There are is no Liens for Taxes upon any property audit, examination, deficiency, refund litigation, proposed adjustment or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established matter in accordance controversy with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard respect to any Taxes or Tax Returns Return of the Company Duke or any of its Subsidiaries andsubsidiaries, to the knowledge of the CompanyDuke, no such Audit is threatened. (e) An Audit neither Duke nor any of each United States federal income Tax Return its subsidiaries has received written notice of the Company any claim made by a governmental authority in a jurisdiction where Duke or any of its Subsidiaries subsidiaries, as applicable, does not file a Tax Return, that Duke or such subsidiary is or may be subject to income taxation by that jurisdiction, no deficiency with respect to any Taxes has been completed proposed, asserted or assessed against Duke or any of its subsidiaries, and no requests for waivers of the time to assess any Taxes are pending. (iv) The federal income Tax Returns of Duke and its subsidiaries have been examined by and settled with the applicable Tax Authorities IRS (or the applicable statutes of limitation for the assessment of Taxes for such periods have expiredlapsed) for all periods years through 1994. All material assessments for Taxes due with respect to such completed and including 1996, and no adjustments were asserted as a result of such Audits which settled examinations or any concluded litigation have not been finally resolved and fully paid. (fv) There are no outstanding written agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company Duke or any of its Subsidiariessubsidiaries, and no power of attorney applicable to granted by either the Company Duke or any of its Subsidiaries subsidiaries with respect to any Taxes is currently in force. (gvi) Neither the Company Duke nor any of its Subsidiaries subsidiaries is a party to, or is bound by, to any agreement, arrangement or policy relating to agreement providing for the allocation, indemnification allocation or sharing of Taxes. Taxes imposed on or with respect to any individual or other Person (hother than (I) The Companysuch agreements with customers, as vendors, lessors or the common parent like entered into in the ordinary course of an affiliated group business, and (II) agreements with or among Duke or any of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Codeits subsidiaries), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company Duke nor any of such Subsidiaries its subsidiaries (A) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated United States U.S. federal income Tax Return (other than the affiliated group in which they are currently members and the common parent of which is Duke) or (B) has any liability for the Company is the common parent. Taxes of any person (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company other than Duke or any of its Subsidiariessubsidiaries) (I) under Treasury Regulation ss. 1.1502-6 (or any similar provision of state, local or foreign law), or (II) as a transferee or successor. (kvii) There are no material Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Duke and its subsidiaries. (viii) Neither the Company Duke nor any Subsidiary shall become obligated in connection with of its subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to prevent or impede either the closing Duke Reorganization from qualifying as a reorganization under Section 368(a) of the Code or the Cinergy Merger for the payment of any amount described in from qualifying as a reorganization under Section 162(m)(1368(a) of the Code.

Taxes. (i) Copies of all Tax Returns now subject or potentially subject to IRS audit are attached to Schedule 3(j). Except as set forth on Schedule 3(j), each of CRA and its Subsidiaries has duly and timely filed all Tax Returns required to be filed by it, all such Tax Returns have been prepared in compliance with all applicable laws and regulations and are true, correct and complete in all respects. Except as set forth in Section 3.16 Schedule 3(j), all Taxes owed by each of CRA and its Subsidiaries, whether or not shown on any Tax Return, have been timely paid. CRA and its Subsidiaries have maintained adequate provision for Taxes payable by CRA and its Subsidiaries as of February 1, 1997, and such provision and funds (as adjusted for the passage of time through the Closing Date in accordance with the past custom and practices of each of CRA and its Subsidiaries in filing its Tax Returns) will be adequate for Taxes payable by CRA and its Subsidiaries as of the Company Disclosure Schedule:Closing Date. There are no Security Interests on any of the assets of CRA or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax. CRA has made available to the Merger Sub correct and complete copies of (A) its federal income Tax returns for the last five (5) taxable years and the corresponding balance sheets of CRA as of the end of such years and (B) other Tax Returns as requested by the Merger Sub. (aii) Each Except as set forth on Schedule 3(j): (A) each taxable period of CRA and each of its Subsidiaries either (A) has been audited by the relevant taxing authority or (B) has closed, so that no further assessment or collection of Tax may occur and such taxable period is not subject to review by any relevant taxing authority; (B) neither CRA nor any of its Subsidiaries is the subject of a Tax audit or examination, has consented to extend the time, or is the beneficiary or any extension of time, in which any Tax may be assessed or collected by any taxing authority; (C) neither CRA nor any of its Subsidiaries has received, or expects to receive, from any taxing authority any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment or been withdrawn, and no claims have been asserted relating to such Taxes against CRA or any such Subsidiary; (D) CRA and each of its Subsidiaries has withheld and paid all required Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other similar third party; (E) neither CRA nor any of its Subsidiaries has filed a consent to the application of Section 341(f) of the Company Code; (F) neither CRA nor any of its Subsidiaries will be required, as a result of (A) a change in accounting method for a Tax period beginning on or before the Closing Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign Tax law) in taxable income for any Tax period beginning on or after the Closing Date, or (B) any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax law), to include any item or income in or exclude any item of deduction from any Tax period beginning on or after the Closing Date; (G) each of CRA and its Subsidiaries has (i) duly filed disclosed on its income Tax Returns all positions taken therein that could give rise to an accuracy-related penalty under Section 6662 of the Code (or there have been filed on its behalf) with the appropriate any corresponding provision of Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith.law); (bH) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company neither CRA nor any of its Subsidiaries has made any change payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G or Section 162(m) of the Code; (I) within the last five years, no claim has been made by a taxing authority in accounting methods, received a ruling from jurisdiction where any of CRA or its Subsidiaries does not pay Taxes or file Tax Authority Returns that such entity is or signed an agreement with regard may be subject to Taxes reasonably likely to have a Company Material Adverse Effect.assessed by such jurisdiction; (dJ) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or neither CRA nor any of its Subsidiaries has been completed by a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid.period specified in Code Section 897(c)(1)(A)(ii); (fK) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company neither CRA nor any of its Subsidiaries is a party to, or is bound by, to any agreement, arrangement or policy relating to the allocation, indemnification Tax allocation or sharing of Taxes.agreement; and (hL) The Companysince August 3, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code)1992, has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company CRA nor any of such its Subsidiaries (A) has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the affiliated group in which they are currently members and common parent of which was CRA) or (B) has any liability for the Company is the common parentTaxes of any Person (other than CRA and its Subsidiaries) under Treas. Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iiii) With respect to completed pay periodsSchedule 3(j) sets forth as of February 4, 1996, the Company amount and each expiration date of its Subsidiaries has withheld from its employeesany net operating loss, independent contractorsnet capital loss, creditors, stockholders, customers and third partiesunused foreign tax credit, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions other unused credit of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of CRA and its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each Tuatara is, and has at all times since its date of the Company formation been, treated as a corporation for U.S. federal income tax purposes, and Merger Sub is, and has at all times since its Subsidiaries has date of formation been, treated as a corporation for U.S. federal income Tax purposes. (ib) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All federal, state, local and foreign income and other material Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this AgreementTuatara Parties (taking into account applicable extensions) have been timely filed in all material respects, and each all such Tax Return is Returns are true, correct and complete in all material respects respects. (c) The Tuatara Parties have paid all material amounts of Taxes (whether or not shown on any Tax Return) that are due and (ii) duly paid payable by the Tuatara Parties, except with respect to matters contested in full or, good faith by appropriate proceedings and with respect to which adequate reserves have been made adequate accruals and reserves in its books and records in accordance with GAAP GAAP. (d) Except for Permitted Liens, there are no Liens for Taxes upon the property or assets of the Tuatara Parties. (e) All material amounts of Taxes required to be withheld by the Tuatara Parties have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority. (f) None of the Tuatara Parties has received from any Governmental Authority written notice of any threatened, proposed, or assessed deficiency for Taxes of the Tuatara Parties, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is in progress with full provision respect to any Taxes due from any of the Tuatara Parties, and none of the Tuatara Parties has received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending. (g) None of the Tuatara Parties has received a written claim to pay Taxes or file Tax Returns from a Governmental Authority in a jurisdiction where such Tuatara Party has not paid Taxes or filed Tax Returns, except for claims that have been finally resolved. (h) None of the Tuatara Parties has a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change of any method of accounting pending with any Governmental Authority. None of the Tuatara Parties has extended the statute of limitations for assessment, collection or other imposition of any Tax (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the ordinary course of business), which extension is currently in effect. (i) None of the Tuatara Parties is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than any customary commercial Contracts entered into in the ordinary course of business which do not primarily relate to Taxes. (j) None of the Tuatara Parties has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the prior two (2) years. (k) None of the Tuatara Parties has ever been a member of an Affiliated Group. None of the Tuatara Parties has liability for the Taxes of any other Person (other than a Tuatara Party) under Treasury Regulations Section 1.1502-6 (or there has been paid any similar provision of Law), as transferor or such provision has been made on its behalf successor, by Contract or otherwise (other than pursuant to any customary commercial Contract entered into in the ordinary course of business which does not principally relate to Taxes). (l) None of the Tuatara Parties will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for its sole benefit and recourseany Tax period (or portion thereof) ending after the Closing Date as a result of: (1) any change in method of accounting for the payment of, all Taxes for all periods a taxable period ending on or prior to the date Closing; (2) any “closing agreement” as described in Section 7121 of this Agreementthe Code (or any corresponding or similar provision of state, except for those Taxes being contested in good faithlocal or foreign income Tax law) executed on or prior to the Closing; (3) any installment sale or open transaction disposition made on or prior to the Closing; or (4) any prepaid amount received on or prior to the Closing outside the ordinary course of business. (bm) There are no Liens for Taxes upon any property or assets None of the Company or Tuatara Parties has any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard liability pursuant to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1965(h) of the Code. (n) None of the Tuatara Parties has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (o) None of the Tuatara Parties has (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended. (p) None of the Tuatara Parties, after consultation with its tax advisors, is aware of the existence of any fact, or any action it has taken or agreed to take, that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company All income and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all other material Tax Returns (as hereinafter defined) required to be filed by it on or prior with respect to the date of this Agreement, and each such Company Tax Return is correct Group have been timely filed when due (taking into account applicable extensions automatically granted). All Tax Returns filed by or with respect to the Company Tax Group are accurate and complete in all material respects and (ii) duly respects. All material Taxes of the Company Tax Group that are due have been timely paid in full or, full. The Company has made adequate accruals and reserves in its books and records provision in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to accrued Taxes of the date of this AgreementCompany Tax Group not yet due and payable, except for those Taxes being contested in good faith. (b) and all other Tax matters. There are no Liens for Taxes upon on any property of the assets, rights or assets properties of the Company or any Subsidiary thereofTax Group with respect to Taxes, except for other than Liens for Taxes not yet due and for payable that arose by operation of Law or Permitted Liens. No extension or waiver of the statute of limitations with respect to the time to assess Taxes of the Company Tax Group has been granted, which adequate reserves grant will remain in effect after Closing or has been requested where such request is currently pending, in each case, other than pursuant to an automatically granted extension of time to file Tax Returns. (b) No material claims or deficiencies have been established asserted in writing or otherwise in connection with any audit or examination by any Taxing Authority against the Company Tax Group, and no issue has been raised with the Company Tax Group (or any of its agents) by any examination conducted by any Taxing Authority that, by application of the same principles, would reasonably be expected to result in a material proposed deficiency for any other period not so examined which deficiency (or deficiencies), in either case, is not (or are not) adequately reserved for in the most recent Company Financial Statements. Any material deficiency resulting from any audit or examination relating to Taxes of the Company Tax Group by any Taxing Authority has been paid or is being contested in good faith and in accordance with GAAP applicable Law and is adequately reserved for on the balance sheets contained in the Company Financial Statements in accordance with full provision made for the payment thereofGAAP. (c) Neither the Company nor There is no material audit, examination or other proceeding (including any of its Subsidiaries has made any change refund litigation, deficiency, proposed adjustment or other matter in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (dcontroversy) No Audit (as hereinafter defined) by a Tax Authority is presently now pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andor, to the knowledge of the Company, threatened, against or with respect to the Company Tax Group in respect of any amount of Taxes or any Tax Return. (d) The Company Tax Group has not been involved in any transaction or series of transactions the main purpose, or one of the main purposes, of which was the avoidance of Tax, or any transaction that produced a loss for Tax purposes with no such Audit corresponding commercial or economic loss. The Company Tax Group is threatenednot currently, and has never been, a party to a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) or any similar transaction under any corresponding provision of state, local or non-U.S. Law or any “tax shelter” within the meaning of Section 6622 of the Code or any other transaction requiring disclosure under any similar provision of state, local or non-U.S. Tax Law. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries Company Subsidiary has ever entered into any joint venture, partnership or other arrangement (including any collaboration agreement) that could reasonably be treated as a partnership for United States federal, state, local, or non-U.S. Tax purposes or holds interest in any Person (other than a Company Subsidiary) that are treated as equity for U.S. federal income Tax purposes. (f) Neither the Company nor any Company Subsidiary is a party toto any Tax Sharing Agreement (other than any Tax Sharing Agreement to which only the Company Tax Group is party). (g) Since April 1, 2019, no claim has been made by any Governmental Authority in a jurisdiction in which the Company or any Company Subsidiary does not file a Tax Return to the effect that the Company or such Company Subsidiary is or may be subject to taxation by, or is bound byrequired to file any Tax Return in, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxessuch jurisdiction. (h) Neither the Company nor any Company Subsidiary has, or has ever had, a permanent establishment, fixed place of business, or branch in any jurisdiction outside of the country under the laws of which it was formed. (i) The CompanyCompany Tax Group will not be required to include any material item of income in, or exclude any material item of deductions from, taxable income from any Tax period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting made prior to Closing for a Tax period (or portion thereof) ending prior to the common parent of an affiliated group of corporations Closing, (ii) closing agreement as defined described in Section 1504 7121 of the CodeCode executed prior to the Closing, (iii) consisting solely change in method of accounting adopted prior to the Closing, (iv) open transaction disposition entered into prior to Closing outside the ordinary course of business, (v) prepaid amount received prior to Closing outside of the Company and ordinary course of business, (vi) application of Sections 951, 951A, 956, 965 of the Subsidiaries that are "includable Code or any related provisions applicable to “controlled foreign corporations" ” (within the meaning of Section 1504(b957 of the Code) under federal, state, local or any foreign Tax Law, (vii) any deferred intercompany transaction in a Tax period (or portion thereof) ending prior to the Closing or excess loss account, (viii) any transaction under which previously utilized Tax losses or credits may be recaptured (including a dual consolidated loss or an excess loss account), (ix) Section 1400Z-2(a)(1)(A) of the Code), or (x) any comparable provision of state, local or foreign Tax Law. The Company Tax Group has filed since 1994 a consolidated return for not made an election under Section 965(h) of the Code. (j) As of December 31, 2024, the United States federal income Tax purposes Returns of the Company have been examined by and settled with the IRS or have expired or otherwise have been closed by virtue of the expiration of the relevant statute of limitations for all taxable periods ending on behalf or before December 31, 2019. (k) The Company Tax Group has not entered into a closing agreement pursuant to Section 7121 of itself the Code or any material closing agreement under any similar provision of state, local or non-U.S. Tax Law since conversion to a corporation in 2019. There is no request for a private letter ruling, technical advice memorandum or similar document with respect to the Company or any Company Subsidiary now pending with the IRS. The Company has made available to Parent accurate and such Subsidiaries complete copies of all private letter rulings, technical advice memoranda, and neither similar documents received by the Company or any Company Subsidiary from the IRS or any other Taxing Authority since conversion to a corporation in 2019. (l) Neither the Company nor any of such Subsidiaries Company Subsidiary (i) has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which is the Company) or (ii) has any liability for Taxes of any Person (other than the affiliated group in which they are currently members Company and Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law), by contract (other than any contract the primary purpose of which the Company is the common parentdoes not relate to Taxes), or as a transferee or successor. (im) With respect to completed pay periods, The Company and the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, have duly and timely withheld, collected, paid and reported to the appropriate Tax Authority, proper amounts in Governmental Authorities all material respects Taxes required to have been withheld, collected, paid or reported and complied with all information collection and record maintenance provisions in relation thereto under applicable Tax withholding provisions of applicable lawLaw. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (kn) Neither the Company nor any Company Subsidiary shall become obligated has ever (i) constituted a “distributing corporation” or a “controlled corporation” in connection with the closing a distribution of stock purported to or intended to be governed by Section 355 or 361 of the Merger for Code within the payment of any amount described past two years from the date hereof or (ii) been a United States real property holding corporation (as defined in Section 162(m)(1897(c)(2) of the Code) or made an election under Section 897(i)(1) of the Code. (o) As of the Closing Date, there is no limitation on the availability or use of any carryforward of net operating loss, Tax credit or other Tax attribute as a result of the application of Sections 382 or 383 of the Code (or similar provision of state, local or non-U.S. Tax Law) other than any such limitation arising as a result of the Transactions. (p) The Company Tax Group has possession, custody or control of all records and documentation that it is obliged to hold, preserve and retain for the purposes of any Tax and sufficient information to enable it to compute correctly the Company Tax Group’s liability for Taxes, and such records and documentation have been delivered to Parent. All agreements between or among members of the Company Tax Group have been adequately documented, and such documents have been duly executed in a timely manner. The prices for any property or services (or for the use of any property) provided by or to the Company Tax Group are arm’s-length prices for purposes of all applicable transfer pricing Laws, including Section 482 of the Code and any similar provision of state, local or non-U.S. applicable Law. All transactions and other dealings between the Company Tax Group and a Third Party have been (and can be demonstrated to have been) conducted on arm’s-length commercial terms. (q) For purposes of this Agreement, the representations contained in this Section 4.14 and, to the extent referencing the Code or Taxes, Section 4.11 and Section 4.12, are the sole and exclusive representations of the Company Tax Group with respect to Taxes. All representations made pursuant to this Section 4.14 are made equally with respect to each predecessor of any member of the Company Tax Group (other than any predecessor of any member of the Company Tax Group prior to April 1, 2019) and any former Subsidiary of the Company Tax Group. (r) As of the date immediately prior to the Closing Date, the Company Tax Group has filed all material income Tax Returns for the tax year ending December 31, 2024, required to be filed by or with respect to the Company Tax Group in a manner consistent with past practice and paid any amount of Taxes shown as due to be paid on such Tax Returns.

Taxes. Except as set forth The Company and each subsidiary has filed all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in Section 3.16 compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company Disclosure Schedule: (a) Each are adequate to cover any Tax liabilities of the Company and if its Subsidiaries has (i) duly filed (or there have been filed current tax year were treated as ending on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision hereof. No claim has been made on its behalf for its sole benefit and recourse) for by a taxing authority in a jurisdiction where the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of Company does not file tax returns that the Company or any Subsidiary thereofsubsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except for Liens for Taxes not yet due and for which adequate reserves have as disclosed above, no written notice indicating an intent to open an audit or other review has been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither received by the Company nor or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to Section 7121 of its Subsidiaries the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has made not agreed to or is required to make any adjustments pursuant to Section 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) method initiated by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andsubsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the knowledge business or operations of the Company, no such Audit is threatened. (e) An Audit of each . The Company has not been a United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (real property holding corporation within the meaning of Section 1504(b897(c)(2) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither Internal Revenue Code during the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described period specified in Section 162(m)(1897(c)(1)(A)(ii) of the Internal Revenue Code. Section 1. 1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under Section 280G of the Internal Revenue Code. For purposes of this Section 3.1(o):

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly prepared, in the manner required by applicable Tax Law, and timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter definedtaking into account any applicable extensions of time to file) all U.S. federal, state, local and non-U.S. income, corporation and franchise Tax Returns (as hereinafter defined) and all other material Tax Returns required to be filed by it on relating to any and all Taxes concerning or prior attributable to the date Company, any of this Agreementits Subsidiaries or their respective operations, and each such Tax Return is correct and complete Returns in all material respects are true, correct and (ii) duly paid in full or, made adequate accruals complete. The Company and reserves in its books and records in accordance with GAAP with full provision (or there has been Subsidiaries have timely paid or such provision has been made on its behalf for its sole benefit withheld and recourse) for the payment of, timely paid over all material Taxes for all periods ending on or prior to the date of this Agreement, except for those (other than Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith and for which adequate reserves have been established in accordance with GAAP with full provision made GAAP) that have become due, whether or not shown on any Tax Return. (b) Neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the payment thereofdate of the Balance Sheet other than in the ordinary course of business. (c) Neither the Company nor any of its Subsidiaries has made executed any change in accounting methods, received a ruling from waiver of any statute of limitations on or extension of the period for the assessment or collection of any material Tax Authority or signed an agreement with regard respect to Taxes reasonably likely to have a Company Material Adverse Effectany open tax year. (d) No Audit (Except as hereinafter definedset forth in Section 4.14(d) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company Disclosure Schedule, (i) no audit or other examination of any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income or other material Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any proposed audit or other examination of any such Tax Return; and (ii) no material adjustment relating to any Tax Return filed by the Company has been completed proposed in writing by any Governmental Authority that remains unsettled or unpaid. No claim has been made in writing within the applicable past three years by any Governmental Authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Authorities Returns that any of them is or may be subject to taxation by that jurisdiction. (e) There are (and immediately following the Effective Time there will be) no Liens on the Assets of the Company or the applicable statutes any of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996its Subsidiaries relating or attributable to Taxes, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidother than Permitted Encumbrances. (f) There are no agreementsNeither the Company nor any of its Subsidiaries is, consents or waivers to extend has been during the statutory five-year period ending on the date hereof, a “United States real property holding corporation” within the meaning of limitations applicable to Section 897(c)(2) of the assessment or payment Code. (g) Except as set forth in Section 4.14(g) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has (i) any material liability for the Taxes of any Taxes or deficiencies against person (other than the Company or any of its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, and no power local or non-U.S. Law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of attorney applicable to either Law or otherwise (including, without limitation, liability for social security payments for subcontractors) or (ii) any material liability under any Tax sharing, indemnification or allocation agreement (other than among a group the common parent of which was the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Subsidiaries). Neither the Company nor any of its Subsidiaries is a party toto any joint venture, partnership or other agreement that is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxestreated as a partnership for Tax purposes. (h) The CompanyExcept as set forth in 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries will be required to include any material income or gain in or exclude any material deduction or loss from income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting made on or prior to the common parent Closing Date, (ii) closing agreement under Section 7121 of an affiliated group the Code (or any corresponding or similar provision of corporations state, local, or foreign income Tax Law) entered into on or prior to the Closing Date, (as defined in iii) income deferred under Section 1504 108(i) of the Code, (iv) consisting solely deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign income Tax Law) in connection with a transaction entered into prior to the Closing Date, (v) installment sale or open transaction disposition entered into prior to the Closing Date or (vi) prepaid amount received prior to the Closing Date. (i) Within the past three years, neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (j) Neither the Company nor any of its Subsidiaries has been a party to a reportable transaction under Treas. Reg. § 1.6011-4(b). (k) The Company and each of its Subsidiaries is in material compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (each, a “Tax Incentive”), and the consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive. (l) Except as set forth in Section 4.14(l) of the Company and Disclosure Schedule, there is no Contract to which the Subsidiaries Company is a party, including the provisions of this Agreement, covering any employee, consultant or director of the Company, that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code. There is no Contract to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any employee, consultant or director for excise Taxes paid pursuant to Section 4999 of the Code. The Company has provided Parent with a list of all persons who are "includable corporations" “disqualified individuals” (within the meaning of Section 1504(b280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof. (m) Except as set forth in Section 4.14(m) of the Company Disclosure Schedule, the Company is not party to any Contract that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. The Company is not a party to, or otherwise obligated under, any Contract that provides for a gross up of Taxes imposed by Section 409A of the Code. Each nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code)) is in material compliance and has been operated in material compliance with Section 409A of the Code. Each Company Option, has filed since 1994 a consolidated return for stock appreciation right, or other similar right to acquire Company Shares or other equity of the Company granted to or held by an individual or entity who is or may be subject to United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries taxation has been a member of an affiliated group filing a consolidated United States federal Tax Return other exercise price that that is not less than the affiliated group in which they are currently members and fair market value of which the underlying equity as of the date such Company is the common parentOption, stock appreciation right or other similar right was granted. (in) With respect Except as set forth in Section 4.14(n) of the Company Disclosure Schedule, the Company and its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and its Subsidiaries. (o) The Company has made available to completed pay periods, Parent or its legal counsel or accountants copies of all income and franchise Tax Returns and all related work papers (including work papers in connection with financial statement reserves for Taxes) of the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with for all Tax withholding provisions of applicable lawperiods beginning on or after January 1, 2007. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the to matters that would not reasonably be expected to have a Company Disclosure ScheduleMaterial Adverse Effect: (ai) Each of the Company and each of its Subsidiaries has (i) duly have timely filed (or there have been filed on its their behalf) with the appropriate Tax Authorities (as hereinafter defined) taxing authorities all Tax Returns (as hereinafter defined) required to be filed by it them on or prior to the date of this Agreementhereof (taking into account extensions), such Tax Returns are materially correct, and all amounts shown to be due and payable thereon have been duly and timely paid and the Company and each such Tax Return is correct and complete in of its Subsidiaries have also timely withheld all material respects and Taxes that were required to have been withheld; (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for audits, claims, or judicial proceedings now pending or threatened by any taxing authority with respect to Taxes upon any property or assets of the Company or and its Subsidiaries and no deficiencies for any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established proposed or assessed in accordance writing against or with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard respect to any Taxes due by or Tax Returns of the Company or any of its Subsidiaries and, to Subsidiaries. To the knowledge Knowledge of the Company, since December 31, 2007, no such Audit written claim has been made by any Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is threatened.or may be subject to taxation by that jurisdiction; (eiii) An Audit to the Knowledge of each United States federal income Tax Return the Company, there are no Liens for Taxes upon any assets of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities Subsidiaries, except for Liens for Taxes (i) not yet due and payable or the applicable statutes of limitation for the assessment of Taxes for such periods have expired(ii) for all periods that are being contested in good faith through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid.appropriate proceedings; (fiv) There there are no agreements, consents or outstanding waivers to extend the statutory period of limitations applicable to the assessment or payment collection of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force.; (gv) Neither neither the Company nor any of its Subsidiaries is a party to, or is bound by, has participated in any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (“listed transactions” within the meaning of Treasury Regulations Section 1504(b1.6011-4; or (vi) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such its Subsidiaries (i) has been a member any liability for the Taxes of an affiliated group filing a consolidated United States federal Tax Return any Person (other than the affiliated group in which they are currently members and Company or its Subsidiaries) under Treasury Regulations Section 1.1502-6 or any similar provision of which state, local or foreign Law, (ii) is a party to or bound by any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement (other than the Company is Material Contracts or any commercial agreements or contracts not primarily related to Tax), (iii) has entered into any closing agreement pursuant to Section 7121 of the common parent.Code or any similar provision of state, local or foreign law, or (iv) has been either a “distributing corporation” or a “controlled corporation” in a transaction intended to be governed by Section 355 of the Code during the two-year period ending on the date of this Agreement; (ivii) With respect to completed pay periodsas used in this Agreement, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.term:

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company SCG Subsidiary has duly and its Subsidiaries has (i) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) governmental authorities all Tax Returns (as hereinafter defined) required to be filed by it on (either separately or prior to as a member of any affiliated group within the date meaning of this AgreementSection 1504 of the Code or any similar group defined under a similar provision of state, and each such Tax Return is correct and complete in all material respects and local or foreign law (iian "Affiliated Group")) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this AgreementMerger Closing, except to the extent of any Tax Returns for those which an extension of time for filing has been properly filed. Each such return and filing is true and correct in all respects. All Taxes being contested owed by either SCG Subsidiary have been paid (whether or not shown on a Tax Return). No material issues have been raised in good faithany examination by any taxing authority with respect to the businesses and operations of SCG or either of the SCG Subsidiaries which (i) reasonably could be expected to result in an adjustment to the liability for Taxes for such period examined or (ii), by application of similar principles, reasonably could be expected to result in an adjustment to the liability for Taxes for any other period not so examined. All Taxes which each SCG Subsidiary is required by law to withhold or collect, including without limitation Taxes required to have been withheld in connection with amounts paid or owning to any employee, independent contractor, creditor, stockholder, or other third party and sales, gross receipts and use taxes, have been duly withheld or collected and, to the extent required, have been paid over to the proper governmental authorities or are held in separate bank accounts for such purpose. There are no liens for Taxes upon the assets of SCG or either of the SCG Subsidiaries except for statutory liens for Taxes not yet due. (b) There are None of SCG, the SCG Subsidiaries or the Affiliated Group has filed for an extension of a statute of limitations with respect to any Tax and no Liens for Taxes upon any property or assets governmental authorities have requested an extension of the Company statute of limitations with respect to any Tax. The Tax Returns of SCG, each SCG Subsidiary and the Affiliated Group are not being and have not been examined by any taxing authority for any past year or periods. None of SCG, the SCG Subsidiaries or the Affiliated Group is a party to any pending action or any formal or informal proceeding by any taxing authority for a deficiency, assessment or collection of Taxes, and no claim for any deficiency, assessment or collection of Taxes has been asserted, or, to the best knowledge of SCG, threatened against it, including claims by any taxing authority in a jurisdiction where SCG and the SCG Subsidiaries do not file tax returns that any of them is or may be subject to taxation in that jurisdiction. (c) Each SCG Subsidiary thereofhas properly accrued on its respective Subsidiary Financial Statements all Taxes due for which such SCG Subsidiary may be liable in its own right (including, except without limitation, by reason of being a member of an Affiliated Group or as a transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. Each SCG Subsidiary has established (and until the Closing shall continue to establish and maintain) on its books and records reserves that are adequate for Liens for the payment of all Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofpayable. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All material Tax Returns (as hereinafter defined) required to be filed by it on or prior the Company, each of its Subsidiaries and (to the Company’s Knowledge) Silver Crest through the date hereof have been timely filed (taking into account valid extensions of this Agreementtime within which to file). (b) All Tax Returns filed by the Company, each of its Subsidiaries and each such Tax Return is (to the Company’s Knowledge) Silver Crest (taking into account all amendments thereto) are true, correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faithrespects. (bc) The Company, its Subsidiaries and (to the Company’s Knowledge) Silver Crest have complied in all material respects with all applicable Laws relating to the payment, withholding, and reporting of all material Taxes and all material Taxes required to be withheld by the Company, any of its Subsidiaries or (to the Company’s Knowledge) Silver Crest have been timely withheld, paid, and reported over to the appropriate Governmental Authority. (d) All material Taxes due and owing by any of the Company, its Subsidiaries or (to the Company’s Knowledge) Silver Crest (whether or not shown on any Tax Return) have been timely paid. (e) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for (other than Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for payable) upon any of the payment thereof. (c) Neither assets of the Company nor Company, any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e’s Knowledge) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidSilver Crest. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any No deficiencies for Taxes or deficiencies against the Company or any of its SubsidiariesCompany, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect or (to the Company’s Knowledge) Silver Crest have been claimed, proposed or assessed by any Taxes is Governmental Authority, which have not been paid or otherwise resolved in forcefull. (g) Neither None of the Company nor Company, any of its Subsidiaries or (to the Company’s Knowledge) Silver Crest is a party to, to or is bound by, by any agreement, arrangement or policy tax sharing agreement (excluding any commercial contract entered into in the ordinary course of business consistent with past practice and not primarily relating to the allocation, indemnification or sharing of Taxes). (h) The None of the Company, as any of its Subsidiaries or (to the common parent of an affiliated group of corporations (Company’s Knowledge) Silver Crest has consummated, has participated in, or is currently participating in any transaction that was or is a “listed transaction” as defined in Section 1504 6707A of the Code) consisting solely of Code or the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor Treasury Regulations or under any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding comparable provisions of applicable lawforeign Law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. (a) Except as set forth in Section 3.16 of the Company Disclosure ScheduleSchedule 2.16: (a) Each of the Company and its Subsidiaries has (i) duly The Company has timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) or, if not yet due but due before Closing, will timely file all Tax Returns (as hereinafter defined) required to be filed by it for all taxable periods ending on or before the date of Closing and all such Tax Returns are or, if not yet filed, will be, upon filing, true, correct and complete in all material respects; (ii) the Company has paid, or if payment is not yet due but due before Closing, will promptly pay when due to each appropriate Tax Authority, all Taxes of the Company shown as due on the Tax Returns required to be filed by it for all taxable periods ending on or before the date of Closing; (iii) the accruals for Taxes currently payable as well as for deferred Taxes shown on the financial statements of the Company as of the date of the Annual Statement or the date of any financial statements delivered hereunder: (A) adequately provide for all contingent Tax Liabilities of the Company as of the date thereof; and (B) accurately reflect, as of the date thereof, all unpaid Taxes of the Company whether or not disputed, in each case as required to be reflected thereon in order for such statements to be in accordance with GAAP; (iv) no extension of time has been requested or granted for the Company to file any Tax Return that has not yet been filed or to pay any Tax that has not yet been paid and the Company has not granted a power of attorney that remains outstanding with regard to any Tax matter; (v) the Company has not received notice of a determination by a Tax Authority that Taxes are currently owed by the Company (such determination to be referred to as a "Tax Deficiency") and, to the Company's knowledge, no Tax Deficiency is proposed or threatened; (vi) all Tax Deficiencies have been paid or finally settled and all amounts determined by settlement to be owed have been paid; (vii) there are no Tax Liens on or pending against the Company or any of the Assets, other than those which constitute Permitted Liens; (viii) there are no presently outstanding waivers or extensions or requests for a waiver or extension of the time within which a Tax Deficiency may be asserted or assessed; (ix) no issue has been raised in any examination, investigation, Company Required Consents, suit, action, claim or proceeding relating to Taxes (a "Tax Company Required Consents") which, by application of similar principles to any past, present or future period, would result in a Tax Deficiency for such period; (x) there are no pending or threatened Tax Audits of the Company; (xi) the Company has no deferred intercompany gains or losses that have not been fully taken into income for income Tax purposes; (xii) there are no transfer or other taxes (other than income taxes) imposed by any state on the Company by virtue of the Contemplated Transactions; and (xiii) no claim has been made by any Tax Authority that the Company is subject to Tax in a jurisdiction in which the Company is not then paying Tax of the type asserted. Each reference to a provision of the Code in this Section 2.16 shall be treated for state and local Tax purposes as a reference to analogous or similar provisions of state and local law. (b) To the Company's knowledge, the Company has collected and remitted to the appropriate Tax Authority all sales and use or similar Taxes required to be collected on or prior to the date of this Agreement, Closing and each such Tax Return is correct has been furnished properly completed exemption certificates for all exempt transactions and complete in all material respects has no information otherwise or notice of any claim by any government or jurisdiction with regards thereto. The Company has maintained and (ii) duly paid in full or, made adequate accruals and reserves has in its books possession all records, supporting documents and records exemption certificates required by applicable sales and use Tax statutes and regulations to be retained in accordance connection with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit the collection and recourse) for the payment of, all remittance of sales and use Taxes for all periods ending on or up to and including the date of Closing. With respect to sales made by the Company prior to the date of this AgreementClosing for which sales and use Taxes are not yet due as of the date of Closing, except for those all applicable sales and use Taxes being contested payable with respect to such sales will have been collected or billed by the Company and will be included in good faith. (b) There are no Liens for Taxes upon any property or assets the Assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any date of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatenedClosing. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each Except as described in Part 3.10 of the Disclosure Letter, the Company and its Subsidiaries has (i) duly filed (or there have been caused to be filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) that are or were required to be filed by it pursuant to applicable Legal Requirements. Part 3.10 of the Disclosure Letter contains a complete and accurate list of all such Tax Returns filed since January 1, 1997. The Company has paid, or made sufficient provision for the full payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by the Company, except such Taxes, if any, as are listed in Part 3.10 of the Disclosure Letter and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial Statements for the year ended December 31, 1999 and the Interim Financial Statements. (b) All deficiencies which have been or may be proposed as a result of audits of the United States federal and state income Tax Returns of the Company have been paid, reserved against, settled, or, as described in Part 3.10 of the Disclosure Letter, are being contested in good faith by appropriate proceedings. Except as described in Part 3.10 of the Disclosure Letter, the Company has not given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of the Company or for which the Company may be liable. (c) The charges, accruals, and reserves with respect to Taxes on the books of the Company are adequate (determined in accordance with GAAP). There exists no proposed or prior unpaid actual Tax assessment against the Company except as disclosed in the Financial Statements for the year ended December 31, 1999, or in Part 3.10 of the Disclosure Letter. Except as disclosed in Part 3.10 to the Disclosure Letter, all Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. (d) Except as disclosed in Part 3.10 to the Disclosure Letter, all Tax Returns filed by the Company are true, correct, and complete in all material respects. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a1) Each of the Company Sirius and its Subsidiaries each Sirius Subsidiary has (i) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) Governmental Authority all Tax Returns (as hereinafter defined) required to be filed by it on or prior filed, taking into account any extension of time within which to the date of this Agreementfile such Tax Returns, and each all such Tax Return is correct Returns are complete and complete correct, subject in all material respects each case to such exceptions as have not resulted in a Material Adverse Effect with respect to Sirius. Sirius and (ii) each Sirius Subsidiary has duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid on their behalf), or such provision made adequate provisions for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. Neither Sirius nor any Sirius Subsidiary has been made on its behalf for its sole benefit received a written claim, or to the Knowledge of Sirius, an unwritten claim, by any authority in a jurisdiction where any of them does not file Tax Returns that it is or may be subject to material Tax in that jurisdiction. Sirius and recourse) each Sirius Subsidiary have established reserves in accordance with GAAP that are adequate for the payment of, of all material Taxes not yet due and payable with respect to each of them through the date of the most recent Sirius Financial Statements. (2) Sirius (i) for all periods ending on or prior taxable years commencing with Sirius’ initial taxable year ended December 31, 2004 through December 31, 2015, has been subject to taxation as a REIT and has satisfied all requirements to qualify for taxation as a REIT; (ii) has operated since January 1, 2016 to the date hereof in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner so that it (including New Sirius in its capacity as successor to Sirius) will qualify as a REIT through the Sirius-Polaris Merger Effective Time; (in the case of this Agreementeach of clauses (i), (ii), and (iii), independent of, and without having to comply with, any (A) procedure for payment of a material deficiency or other post-Closing dividend for any taxable year, or (B) provision for relief from any requirement of the Code which may be available from the IRS on a discretionary basis or only upon the payment of a material excise, penalty or similar Tax), and (iv) has not taken or omitted to take any action if such action or omission, as the case may be, could reasonably be expected to result in a challenge by the IRS or any other Governmental Authority to its status as a REIT, and to the Knowledge of Sirius, no such challenge is pending or has been threatened in writing. Section 4.02(o)(2) of the Sirius Disclosure Letter sets forth a true, correct and complete list identifying each Sirius Subsidiary that is a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or any other entity treated as a corporation for U.S. federal income tax purposes. New Sirius has at all times since its formation been treated as a Qualified REIT Subsidiary of Sirius until the New Holdco Merger Effective Time. (3) Neither Sirius nor New Sirius has any earnings and profits attributable to itself or any other corporation accumulated in any non-REIT year within the meaning of Section 857 of the Code. (4) Neither Sirius nor any Sirius Subsidiary (other than a Taxable REIT Subsidiary) has engaged at any time in any “prohibited transactions” within the meaning of Section 857(b)(6) of the Code. Neither Sirius nor any Sirius Subsidiary has engaged in any transaction that would give rise to “redetermined rents,” “redetermined deductions,” “redetermined TRS service income,” or “excess interest” described in Section 857(b)(7) of the Code. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentences will be imposed on Sirius or any Sirius Subsidiary. (5) There are no audits, investigations by any Governmental Authority or other proceedings ongoing or, to the Knowledge of Sirius threatened, with regard to any material Taxes or material Tax Returns of Sirius or any Sirius Subsidiary. No deficiency for Taxes of Sirius or any Sirius Subsidiary has been claimed, proposed or assessed in writing or, to the Knowledge of Sirius, threatened, by any Governmental Authority, which deficiency has not yet been settled, except for those Taxes such deficiencies which are being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith by appropriate proceedings and for which adequate reserves have been established made or with respect to which the failure to pay has not resulted in accordance a Material Adverse Effect with GAAP respect to Sirius Neither Sirius nor any Sirius Subsidiary has waived any statute of limitations with full respect to material Taxes, or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year (in each case other than in connection with any extension of time to file any Tax Return). Neither Sirius nor any Sirius Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision made for the payment thereofof state, local or foreign income Tax Law) with regard to material Taxes. (c6) Neither the Company Sirius nor any Sirius Subsidiary holds any asset the disposition of which would be subject to (or to rules similar to) Section 337(d) or Section 1374 of the Code or the regulations thereunder or to the “prohibited transactions” Tax under Section 857(b)(6), nor has it disposed of any such asset during its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectcurrent taxable year. (d7) No Audit Sirius and each of the Sirius Subsidiaries have complied, in all material respects, with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Code or similar provisions under any foreign Laws) and have duly and timely withheld and have paid over to the appropriate Governmental Authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws. (8) There are no Sirius Tax Protection Agreements (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes in force or Tax Returns of the Company otherwise binding upon Sirius or any of its Subsidiaries andSirius Subsidiary. No person has raised in writing, or to the knowledge Knowledge of the CompanySirius, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company threatened to raise a material claim against Sirius or any Sirius Subsidiary for any breach of its Subsidiaries has been completed by the applicable any Sirius Tax Authorities Protection Agreements. As used herein, “Sirius Tax Protection Agreements” means any agreement to which Sirius, or any Sirius Subsidiary is a party: (i) pursuant to which any liability to holders of interests in a Sirius Subsidiary Partnership relating to Taxes may arise, whether or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted not as a result of such Audits which have the consummation of the Transactions; and/or (ii) that was entered into in connection with or related to the deferral of income Taxes of a holder of interests in a Sirius Subsidiary Partnership, and that requires Sirius, or any Sirius Subsidiary to, or to use efforts to (or to indemnify any person if it does not) (A) maintain a minimum level of debt or continue a particular debt, (B) retain or not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory dispose of assets for a period of limitations applicable to the assessment or payment time if such period of any Taxes or deficiencies against the Company time has not since expired or any applicable statute of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries limitations with respect to any Taxes is that would result from a disposition of such assets at any time during such period has not since expired, (C) make or refrain from making Tax elections, (D) only dispose of assets in force. a particular manner, or (gE) Neither the Company nor permit any holder of its Subsidiaries interests in a Sirius Subsidiary Partnership to guarantee any debt or restore a deficit in such holder’s capital account. As used herein, “Sirius Subsidiary Partnership” means a Sirius Subsidiary that is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return partnership for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parenttax purposes. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth would not reasonably be expected to have, individually or in Section 3.16 of the Company Disclosure Scheduleaggregate, a Material Adverse Effect on Elf: (a) Each Elf and each of the Company and its Subsidiaries has (i) duly timely filed (or there have been has had timely filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) or will timely file or cause to be timely filed all Tax Returns (as hereinafter defined) required by applicable Law to be filed by it or on or its behalf prior to or as of the date of this AgreementEffective Time, and each all such Tax Return is correct Returns are, or will be at the time of filing, true and complete in all material respects respects. (b) Elf and each of its Subsidiaries has timely paid (ii) duly or has had timely paid in full on its behalf), or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision where payment is not yet due, has established (or there has been paid or such provision has been made had established on its behalf and for its sole benefit and recourse) or (with respect to new Taxes for periods, or portions thereof, beginning after the date hereof) will establish or cause to be established in accordance with GAAP on or before the Effective Time, an adequate accrual for the payment of, all Taxes for all periods due with respect to any period ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets as of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofEffective Time. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States The federal income Tax Return of the Company or any of Returns filed with respect to Elf and its Subsidiaries has have been completed by examined and settled with the applicable Tax Authorities Internal Revenue Service (the "IRS") (or the applicable statutes of limitation for the assessment of federal income Taxes for such periods have expired) for all periods years through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid1990. (fd) There are no agreements, consents Liens or waivers to extend the statutory period of limitations applicable to the assessment or payment of any encumbrances for Taxes or deficiencies against the Company or on any of its Subsidiaries, and no power the assets of attorney applicable to either the Company Elf or any of its Subsidiaries with respect to any other than those for Taxes is in force. (g) not yet due and payable. Neither the Company Elf nor any of its Subsidiaries is a party toto any Tax sharing or indemnification agreement (other than such agreements solely between or among Elf and its Subsidiaries). (e) Elf and its Subsidiaries have complied with all applicable Laws, or is bound by, any agreement, arrangement or policy rules and regulations relating to the allocation, indemnification or sharing payment and withholding of Taxes. (hf) The CompanyNo federal, as the common parent state, local or foreign audits or administrative proceedings are pending with regard to any Taxes or Tax Return of an affiliated group Elf or its Subsidiaries and none of corporations them has received a written notice of any proposed audit or proceeding regarding any pending audit or proceeding. (as defined in Section 1504 g) Neither Elf nor any of the Code) consisting solely of the Company and the its Subsidiaries that are has constituted either a "includable corporationsdistributing corporation" (or a "controlled corporation" within the meaning of Section 1504(b355(a)(1)(A) of the Code), has filed since 1994 Code in a consolidated return distribution of stock intended to qualify for United States federal income Tax purposes on behalf tax-free treatment under Section 355 of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than Code (A) in the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid two years prior to the appropriate Tax Authority, proper amounts date of this Agreement (or will constitute such a corporation in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect the two years prior to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing date of the Merger for Effective Time of the payment Merger) or (B) in a distribution which otherwise constitutes part of any amount described in a "plan" or "series of related transactions" within the meaning of Section 162(m)(1355(e) of the CodeCode in conjunction with the Merger.

Taxes. Except as set forth in Section 3.16 8.12 of the Company Buyer Disclosure ScheduleLetter or where such failure would not have, individually or in the aggregate, a Buyer Material Adverse Effect: (a) Each Buyer and each of the Company and its Buyer Subsidiaries has paid or caused to be paid all Taxes, owed or accrued by it through the date hereof. (ib) duly Buyer and each of the Buyer Subsidiaries has timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior any of them through the date hereof, and all such returns accurately set forth the amount of any Taxes relating to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofapplicable period. (c) Neither the Company nor any of its Subsidiaries Buyer and each Buyer Subsidiary has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to withheld and paid all Taxes reasonably likely required to have a Company Material Adverse Effectbeen withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other party. (d) No Audit (as hereinafter defined) The most recent financial statements contained in the Buyer SEC Reports reflect adequate reserves for Taxes payable by a Tax Authority is presently pending with regard to any Taxes or Tax Returns Buyer and each Buyer Subsidiary for all taxable periods and portions thereof through the date of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatenedfinancial statements. (e) An Audit of each United States federal income Tax Return Since the date of the Company or any of its Subsidiaries has been completed by most recent financial statements included in the applicable Buyer SEC Reports, Buyer and each Buyer Subsidiary have made sufficient accrual for Taxes in accordance with generally accepted accounting principles with respect to periods for which Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which Returns have not been finally resolved and fully paidfiled. (f) There are no outstanding agreements, consents or waivers to extend of arrangements extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, Taxes due from Buyer and each Buyer Subsidiary for any taxable period and there have been no deficiencies proposed, assessed or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceasserted for such Taxes. (g) Neither There are no closing agreements that could affect Taxes of Buyer and each Buyer Subsidiary for periods after the Company nor Effective Time pursuant to Section 7121 of the Code or any of its Subsidiaries is a party tosimilar provision under state, local or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxesforeign tax laws. (h) The CompanyNo audit or other proceedings by any court, as the common parent governmental or regulatory authority or similar authority has occurred, been asserted or is pending and none of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company Buyer and the Subsidiaries each Buyer Subsidiary have received notice that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and any such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parentaudit or proceeding may be commenced. (i) With No election has been made or filed by or with respect to, and no consent to completed pay periodsthe application of, the Company and Section 341(f)(2) has been made by or with respect to, Buyer, each Buyer Subsidiary or any of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawproperties or assets. (j) No power None of attorney the assets of Buyer and each Buyer Subsidiary is currently an asset or property that is or will be required to be treated as being owned by any person (other than Buyer or each such Subsidiary) pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in force with respect to any matter relating to Taxes that could affect effect immediately before the Company or any enactment of its Subsidiariesthe Tax Reform Act of 1986. (k) Neither Buyer and each Buyer Subsidiary has not agreed to, or filed application for, and is not required to make any changes or adjustment to the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Codeaccounting method.

Taxes. Except To the knowledge of GLAR and GC except as set forth disclosed to Buyer in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company writing, GLAR has accurately and its Subsidiaries has (i) duly completely filed (or there have been filed on its behalf) with the appropriate United States state, local and foreign governmental agencies all tax returns and reports required to be filed (subject to permitted extensions applicable to such filings), and has paid or accrued in full all taxes, duties, charges, withholding obligations and other governmental liabilities as well as any interest, penalties, assessments or deficiencies, if any, due to, or claimed to be due by, any governmental authority (including taxes on properties, income, franchises, licenses, sales and payrolls). (All such items are collectively referred to herein as "Taxes"). The GLAR Financial Statements fully accrue or reserve all current and deferred taxes. GLAR is not a party to any pending action or proceeding, nor is any such action or proceeding threatened by any governmental authority for the assessment or collection of Taxes. No liability for taxes has been incurred other than in the ordinary course of business. There are no liens for Taxes except for liens for property taxes not yet delinquent. GLAR is not a party to any Tax Authorities sharing, Tax allocation, Tax indemnity or statute of limitations extension or waiver agreement and in the past year has not been included on any consolidated combined or unitary return with any entity other than GLAR. GLAR has duly withheld from each payment made to each person from whom such withholding is required by law the amount of all Taxes or other sums (as hereinafter defined) all Tax Returns (as hereinafter definedincluding but not limited to United States federal income taxes, any applicable state or municipal income tax, disability tax, unemployment insurance contribution and Federal Insurance Contribution Act taxes) required to be filed by it on or withheld therefrom and has paid the same to the proper tax authorities prior to the due date thereof. To the extent any Taxes withheld by GLAR have not been paid as of this Agreementthe Closing Date because such Taxes were not yet due, such Taxes will be paid to the proper tax authorities in a timely manner. All Tax returns filed by the GLAR are accurate and each such Tax Return is correct comply with and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records were prepared in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. regulations. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.See Schedule

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all All Tax Returns (as hereinafter defined) required to be filed by it on or prior before the date hereof by or with respect to each Acquired Company, and all Tax Returns required to be filed with respect to the date of this AgreementBusiness or any Asset have been timely filed. Such Tax Returns are true, complete and each such Tax Return is correct and complete in all material respects respects. All Taxes of the Acquired Companies or relating to the Business or any Asset (whether or not shown on any Tax Return) have been timely paid to the extent due and (ii) duly paid in full payable, or, made adequate accruals and reserves in its the case of Taxes not yet due or payable, fully accrued on the books and records of the applicable entity. There are no encumbrances relating to Taxes on any assets of any Acquired Company or any Asset other than in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date respect of this Agreement, except for those Taxes being contested in good faithproperty taxes not yet delinquent. (b) There are no Liens for Each Acquired Company has complied with all applicable Laws relating to the payment and withholding of Taxes upon any property or assets (including pursuant to Sections 1441, 1442, 3121 and 3402 of the Company Code and similar provisions under state, local or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofforeign Law). (c) Neither No claim has been made by any taxing authority in any jurisdiction in which Tax Returns have not been filed that any Acquired Company, the Company nor Business or any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority Asset is or signed an agreement with regard may be subject to Taxes reasonably likely to have a Company Material Adverse Effecttaxation by that jurisdiction. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending extensions or waivers of statutes of limitations have been given or requested with regard respect to any Taxes or Tax Returns of the Company Acquired Companies. There is no outstanding power of attorney with respect to any Tax matter of any Acquired Company, the Business or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatenedAsset. (e) An Audit To Sellers’ Knowledge, there are no Taxes of each United States federal income Tax Return of any Acquired Company, or related to the Company Business or any Asset, that are currently under examination or audit or are the subject of its Subsidiaries has been completed a pending or, to Sellers’ Knowledge, threatened examination or audit, by the applicable IRS or by other taxing authorities. No material Tax Authorities (issues involving any Acquired Company, the Business or any Asset have been raised in writing by the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996IRS or any other Taxing authority, and no adjustments were asserted as a result waivers of such Audits which statutes of limitations have not been finally resolved and fully paidgiven with respect to any Taxes imposed on or with respect to any Acquired Company, the Business or any Asset. (f) There are no agreementsSellers have delivered to Buyer copies of all federal and foreign income Tax Returns for the Acquired Companies and examination reports, consents and statements of deficiencies assessed against, or waivers agreed to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or by, any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in forceTax Consolidated Companies for all Tax periods ending after 2006. (g) Neither None of the Company nor any of its Subsidiaries Acquired Companies is a party to, or is bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement, arrangement and none of the Acquired Companies has been included in any “consolidated,” “affiliated,” “unitary,” “combined” or policy relating to the allocationsimilar Tax group since January 1, indemnification or sharing 2005 other than a group of Taxeswhich such entity is currently a member. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 None of the CodeAcquired Companies is a party to, or bound by, any closing agreement or offer in compromise with any taxing authority. (i) consisting solely To Sellers’ Knowledge, no private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Acquired Companies. (j) None of the Acquired Companies has agreed to or is required to make any adjustment under Section 481 of the Code that could affect such Acquired Company and with respect to any taxable period beginning on or after the Subsidiaries that are "includable corporations" Closing Date. (k) None of the Tax Consolidated Companies is, nor has any Tax Consolidated Company been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 1504(b6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b). (l) None of the Acquired Companies has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code. (m) None of the Assets or the assets of the Acquired Companies is property (i) which any Parent or Acquired Company or any of their respective affiliates is required to treat as owned by another Person pursuant to the provisions of Section 168(g) of the Internal Revenue Code of 1954 (as in effect immediately prior to the Tax Reform Act of 1986), (ii) is “Tax-exempt use property” within the meaning of Section 168(h)(1) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf or (iii) is “tax-exempt bond financed property” within the meaning of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1168(g)(5) of the Code. (n) UK Sub is not a foreign personal holding company within the meaning of Section 552 of the Code. UK Sub is not a foreign investment company within the meaning of Section 1246(b) of the Code. UK Sub is not a passive foreign investment company within the meaning of Section 1297 of the Code. UK Sub does not own the stock or securities of any other entity. UK Sub is not subject to any gain recognition agreements under Section 367 of the Code. UK Sub does not have an “overall foreign loss” within the meaning of Section 904(f) of the Code. UK Sub has complied with all record keeping and reporting obligations under Section 6038A of the Code with respect to its ownership of any transaction with its foreign affiliates, and maintained appropriate documentation for all transfer pricing arrangements for purposes of Section 482 of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries The Buyer has (i) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter definedtaking into account any extensions) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to before the date of this Agreement, Agreement and each has timely paid or deposited all Taxes and estimated Taxes which are required to be paid or deposited on or before such date. Each of the Tax Return Returns filed by the Buyer is correct accurate and complete in all material respects and (ii) duly paid has been completed in full or, made adequate accruals and reserves in its books and records all material respects in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf applicable laws, regulations and rules. The Buyer Balance Sheet reflects an adequate reserve for its sole benefit and recourse) for the payment of, all Taxes for which the Buyer may be liable for all taxable periods ending on or prior to and portions thereof through the date thereof. The Buyer has not waived any statute of this Agreementlimitations with respect to any Taxes of the Buyer. No material deficiencies for any Taxes have been proposed, except asserted or assessed against the Buyer, no requests for those waivers of the time to assess any such Taxes being contested in good faith. (b) There have been granted or are pending, and there are no Tax Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, Buyer (except for Liens liens for ad valorem Taxes not yet delinquent and other Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor payable). There are no current examinations of any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or Buyer being conducted by any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through Governmental Authority and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There there are no agreements, consents or waivers settlements of any prior examinations which could reasonably be expected to extend adversely affect any taxable period for which the statutory period statute of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes has not run. The Buyer is in force. (g) Neither the Company nor any of its Subsidiaries is not a party to, or is bound by, any to a Tax allocation agreement, arrangement Tax sharing agreement, Tax indemnity agreement, Tax partnership agreement or policy relating to the allocation, indemnification similar agreement or sharing of Taxes. (h) arrangement. The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), Buyer has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts complied in all material respects with all Tax applicable laws, rules and regulations relating to the payment and withholding provisions of applicable lawTaxes and has in all respects timely withheld from employee wages and paid over such taxes to the appropriate Governmental Authority. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.ARTICLE 5 COVENANTS RELATING TO CONDUCT OF BUSINESS AND ADDITIONAL AGREEMENTS

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each (i) All income and other material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking into account all applicable extensions), and all such Tax Returns are true, complete and correct in all material respects, (ii) the Company and its Subsidiaries have fully and timely paid (or have had paid on their behalf) all material Taxes due and payable (whether or not shown to be due on any Tax Return) and have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable in the most recent financial statements of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this AgreementSubsidiaries, and each such Tax Return is correct (iii) the Company and complete its Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding and payment over to the appropriate Governmental Authority of all Taxes required to be withheld by the Company and its Subsidiaries. (i) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, any material Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending, (ii) duly paid no audit is pending or threatened in full orwriting with respect to any material Taxes due from or with respect to the Company or any of its Subsidiaries, made adequate accruals and reserves (iii) no claim in its books and records in accordance with GAAP with full provision (or there has been paid or such provision writing has been made on by any Governmental Authority in a jurisdiction where the Company and its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on Subsidiaries does not file Tax Returns that it is or prior may be subject to the date of this Agreement, except for those Taxes being contested in good faithtaxation by that jurisdiction. (bc) There are no Liens for Taxes upon any property the assets or assets properties of the Company or any Subsidiary thereofof its Subsidiaries, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofPermitted Liens. (cd) Neither the Company nor any of its Subsidiaries has made participated in any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. listed transaction within the meaning of Treasury Regulations Section 1.6011-4(b) (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any similar provision of its Subsidiaries andstate, to the knowledge of the Company, no such Audit is threatenedlocal or non-U.S. Tax Law). (e) An Audit of each United States federal income Tax Return The Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code. (f) Neither the Company or nor any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation any Liability for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against Person (other than any of the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company ) under Treasury Regulation Section 1.1502-6 (or any similar provision of its Subsidiaries with respect state, local, or foreign Law), as a transferee, successor, by Contract (other than pursuant to any Taxes is in forceordinary course Contract, the principal purpose of which does not relate to Taxes) or otherwise. (g) Neither the Company nor any of its Subsidiaries is a party towill be required to include any material item of income in, or is bound byexclude any material item of deduction from, taxable income for any agreement, arrangement taxable period (or policy relating portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting adopted prior to the allocationClosing for a taxable period ending on or prior to the Closing Date, indemnification (ii) any intercompany transaction or sharing any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state or local income Tax law), (iii) any installment sale or open transaction disposition made prior to the Closing, (iv) any item of deferred revenue, (v) any election under Section 965 of the Code, (vi) any prepaid amounts received prior to the Closing Date, or (vii) any agreement entered into with any Governmental Authority with respect to Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither Neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld taken any action that could reasonably be expected to prevent the Transaction from its employeesqualifying for the Intended Tax Treatment. To the Knowledge of the Company, independent contractorsthere are no facts or circumstances, creditors, stockholders, customers other than any facts and third parties, and timely paid circumstances to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions extent that such facts and circumstances exist or arise as a result of applicable law. (j) No power of attorney is currently in force with respect or related to any matter relating to Taxes that could affect act or omission occurring after the Company date of this Agreement of any Buyer Entity or any of its Subsidiaries. (k) Neither Affiliates not contemplated by this Agreement, that could reasonably be expected to prevent the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger Transaction from qualifying for the payment of any amount described in Section 162(m)(1) of the CodeIntended Tax Treatment.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries The LLC has (i) duly timely filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter definedcaused to be filed) all Tax Returns (as hereinafter defined) federal, state, local and foreign tax returns, reports and information statements required to be filed by it on or prior to the date of this Agreementit, which returns, reports and each such Tax Return is statements are true, correct and complete in all material respects respects, and paid all taxes required to be paid by it as shown on such returns, reports and statements. All taxes required to be paid for all Return Periods have either been paid or fully accrued on the books of the LLC. The LLC has fully accrued on the LLC Financial Statements all of its unpaid taxes in respect of all periods (iior the portion of any such periods) duly paid in full orsubsequent to the Return Periods, made adequate accruals and reserves in its will accrue on the Final Pro Forma Closing Balance Sheet all unpaid taxes with respect to any period ending after September 30, 1999, and through the Closing Date. The books and records in accordance with GAAP with full provision (of the LLC have been kept on a tax basis. No deficiencies or there has adjustments for any tax have been paid claimed, proposed or such provision has been made on its behalf for its sole benefit and recourse) for the payment ofassessed, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets best of the Company or any Subsidiary thereofLLC's knowledge, except for Liens for Taxes not yet due and threatened. The LLC Disclosure Schedule accurately sets forth the years for which adequate reserves the LLC's federal and state income tax returns, respectively, have been established in accordance with GAAP with full provision made for the payment thereof. (c) Neither the Company nor audited and any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries andyears which, to the knowledge of the CompanyLLC, no such Audit are the subject of a pending audit by the Internal Revenue Service and the applicable state agencies. Except as so disclosed, the LLC is threatened. (e) An Audit of each United States federal income Tax Return not subject to any pending or, to the best of the Company LLC's knowledge, threatened, tax audit or examination and the LLC has not waived any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes statute of limitation for with respect to the assessment of Taxes for such periods have expired) for any tax which waiver remains in effect. The LLC has provided OnHealth true and correct copies of all periods through tax returns, information, statements, reports, work papers and including 1996, and no adjustments were asserted as a result other tax data reasonably requested by OnHealth. No consent or agreement has been made under Section 341 of such Audits which have not been finally resolved and fully paid. (f) the Code by or on behalf of the LLC or any predecessor thereof. There are no agreements, consents or waivers to extend liens for taxes upon the statutory period assets of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party toLLC except for taxes that are not yet payable. The LLC has not participated in, or is bound bycooperated with, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (international boycott within the meaning of Section 1504(b999 of the Code. The LLC is not required to include in income any adjustment pursuant to Section 481(a) of the Code (or similar provisions of other law or regulations) in its current or in any future taxable period, by reason of a change in accounting method; nor does the LLC have any knowledge that the IRS (or other taxing authority) has proposed; or is considering, any such change in accounting method. The LLC is not a party to any agreement, contract, or arrangement that would result in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code (or, in the case of any such agreement or arrangement to which it may be a party, shareholder approval of any such payments shall be obtained in accordance with Section 280G). None of the assets of the LLC is property that is required to be treated as owned by any other person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954 as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986 and none of the assets of the LLC is "tax exempt use property" within the meaning of Section 168(h) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing . None of the Merger for assets of the payment of LLC secures any amount described in debt the interest on which is tax exempt under Section 162(m)(1) 103 of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) Each of Deltic and each Deltic Subsidiary has duly filed (or there and timely filed, taking into account any extensions, all material Tax Returns required to have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all and such Tax Returns (as hereinafter defined) required to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct are accurate and complete in all material respects and respects; (ii) duly each of Deltic and each Deltic Subsidiary has paid all material Taxes required to have been paid other than Taxes that are not yet due or that are being contested in full or, made adequate accruals good faith in appropriate proceedings; and (iii) no deficiency for any material Tax has been asserted or assessed by a taxing authority against Deltic or any Deltic Subsidiary which deficiency has not been paid or is not being contested in good faith in appropriate proceedings. Deltic and each Deltic Subsidiary have established reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) that are adequate for the payment of, of all material Taxes for all periods ending on or prior not yet due and payable with respect to each of them through the date of this Agreement, except for those Taxes being contested in good faithits most recent financial statements. (b) There are No material Tax or Tax Return of Deltic or any Deltic Subsidiary is under audit or examination by any taxing authority, and no Liens written (or, to the Knowledge of Deltic, oral) notice of such an audit or examination has been received by Deltic or any Deltic Subsidiary. No deficiencies for any material Taxes upon have been proposed, asserted or assessed against Deltic or any property Deltic Subsidiary, and no requests for waivers or assets extensions of the Company time to assess any such Taxes are pending or have been granted (other than in connection with any Subsidiary thereofextension of time to file any Tax Return). No other procedure, except for Liens proceeding or contest of any refund or deficiency in respect of material Taxes is pending in or on appeal from any Governmental Entity. (c) Other than for Taxes not yet due and delinquent or that are being contested in good faith in appropriate proceedings and for which adequate appropriate reserves have been established in accordance with GAAP GAAP, there are no Liens with full provision made for respect to material Taxes against any of the payment thereof. (c) properties or assets of Deltic or any Deltic Subsidiary. No written or, to the Knowledge of Deltic, other claim has been received by Deltic or any Deltic Subsidiary from an authority in a jurisdiction where such corporation does not file Tax Returns that it is or may be subject to material taxation by such jurisdiction. Neither the Company Deltic nor any Deltic Subsidiary is a party to or is otherwise bound by any material Tax sharing, allocation or indemnification Contract (other than such a Contract exclusively between or among Deltic and wholly owned Deltic Subsidiaries or customary tax gross-up or tax indemnity provisions in a credit agreement, purchase agreement, or other commercial agreement the primary purpose of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard which does not relate to Taxes reasonably likely to have a Company Material Adverse EffectTaxes). (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company or any of its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company Deltic nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. Deltic Subsidiary (hi) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States U.S. federal income Tax Return or other similar combined, consolidated, or unitary Tax group (other than a group the affiliated group in which they are currently members and common parent of which was Deltic or any Deltic Subsidiary) or (ii) has any liability for material Taxes of any person (other than Deltic or any Deltic Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Laws), as a transferee or successor, by contract or otherwise. (e) Neither Deltic nor any Deltic Subsidiary has participated in or been a party to a transaction that, as of the Company date of this Agreement, constitutes a “listed transaction” within the meaning of Section 6011 of the Code and applicable Treasury Regulations thereunder (or a similar provision of state or foreign Law). (f) Neither Deltic nor any Deltic Subsidiary has taken or agreed to take any action (with respect to the Intended Potlatch REIT Treatment, to the Knowledge of Deltic), or is aware of any fact or circumstance, that would prevent the common parentIntended Tax Treatment. (g) Neither Deltic nor any Deltic Subsidiary has been the “distributing corporation” or “controlled corporation” (as such terms are defined in Section 355 of the Code) with respect to a distribution of stock described in or intended to qualify for tax-free treatment (in whole or in part) under Section 355(a) of the Code or Section 361 of the Code at any time (i) within the last two years, or (ii) since December 7, 2015. (h) Neither Deltic nor any Deltic Subsidiary directly or indirectly (i) manages a lodging facility or a health care facility or (ii) provides to any other person (under a franchise, license, or otherwise) rights to any brand name under which any lodging facility or health care facility is operated, in each case within the meaning of Section 856(l)(3) of the Code. (i) With respect to completed pay periodsIn the reasonable estimation of Deltic as of the date hereof, the Company amount of accumulated “earnings and each profits” for U.S. federal income tax purposes for Deltic as of its Subsidiaries has withheld from its employeesOctober 1, independent contractors2017 (determined as if the taxable year of Deltic closed at the end of September 30, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law2017) is approximately $250,000,000. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the Code.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the Company and its Subsidiaries has (i) duly filed (or there have been filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required to be filed by it on or prior With respect to the date of this AgreementKanagi Project, and each the Project Company for such Tax Return is correct and complete in Acquisition has been, at all material respects and (ii) duly paid in full ortimes since June 24, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (2015, a partnership or there has been paid or such provision has been made on its behalf a disregarded entity for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior U.S. federal income tax purposes. With respect to the date of this AgreementOhorayama Project, except the Project Company for those Taxes being contested in good faithsuch Acquisition has been, at all times since March 26, 2015, a partnership or a disregarded entity for U.S. federal income tax purposes. With respect to the Otsuki Project, the Project Company for such Acquisition has been, at all times since its formation, a corporation for U.S. federal income tax purposes. (b) There are no Liens The Project Company for Taxes upon any property or assets of the Company or any Subsidiary thereofeach Acquisition and its Subsidiaries has been, except at all times since its formation, taxable as a corporation for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofJapanese tax purposes. (c) Neither With respect to the Company nor HoldCo for each Acquisition and its Subsidiaries, no jurisdiction or authority in or with which such entity does not file Tax Returns has alleged that it is required to file Tax Returns, and there is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectsuch entity. (d) No Audit (as hereinafter defined) by a Tax Authority is presently pending with regard to any Taxes or The Holdco for each Acquisition and its Subsidiaries has timely filed all Tax Returns of that it is required to file, has timely paid or has caused to be timely paid all Taxes it is required to pay to the Company or any of its Subsidiaries extent due (other than those Taxes that it is contesting in good faith and by appropriate proceedings, with adequate and segregated reserves established for such Taxes) and, to the knowledge of extent such Taxes are not due, has established or caused to be established reserves that are adequate for the Company, no such Audit is threatenedpayment thereof as required by GAAP. (e) An Audit of each United States federal income Tax Return None of the Company or any of HoldCo for each Acquisition and its Subsidiaries has been completed by the applicable Tax Authorities (or the applicable statutes of limitation for the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries with respect to any Taxes is in force. (g) Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any agreement, arrangement or policy relating to the allocation, indemnification or sharing of Taxes. (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated affiliated, consolidated, combined or unitary group filing a consolidated United States federal for any Tax Return purposes other than the affiliated group in which they are currently members and one of which the Company is such HoldCo or its applicable Subsidiary was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax asset of such HoldCo or such HoldCo’s applicable Subsidiary was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax asset of any other Person. (f) The HoldCo for each Acquisition and its Subsidiaries each has withheld from each payment made to any Person, all amounts required by applicable Laws to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authorities. (g) The HoldCo for each Acquisition and its Subsidiaries each has charged, collected and remitted on a timely basis all Taxes as required under applicable Laws on any sale, supply or delivery whatsoever, made by it. (h) The HoldCo for each Acquisition and its Subsidiaries each has maintained and continues to maintain at its place of business all records and books of account required to be maintained under applicable Laws, including Laws relating to sales and use Taxes. (i) With respect to completed pay periodsthe HoldCo for each Acquisition and its Subsidiaries (i) no reassessments of the Taxes of it have been issued and are outstanding, (ii) the Company and each Seller has not received any indication from any Governmental Authority that an assessment or reassessment of it is proposed in respect of any Taxes, regardless of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third partiesmerits, and timely paid to (iii) it has not executed or filed with any Governmental Authority any agreement or waiver extending the appropriate Tax Authorityperiod for assessment, proper amounts in all material respects with all Tax withholding provisions reassessment or collection of applicable lawany Taxes. (j) No power The HoldCo for each Acquisition and its Subsidiaries each will not be required to include for any Post-Closing Tax Period (i) any adjustment in taxable income pursuant to Section 481 of attorney is currently in force with respect the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Laws) or (ii) taxable income attributable to any matter relating prepaid amount received on or prior to Taxes the Closing Date or income economically realized in any Pre-Closing Tax Period, including any distributions in a Pre-Closing Tax Period from an entity that could affect is fiscally transparent for Tax purposes and any income that would be includible in a Post-Closing Tax Period as a result of the Company or any of its Subsidiariesinstallment method. (k) Neither the Company nor any Subsidiary shall become obligated in connection with the closing None of the Merger Project Companies is treated as engaged in a trade or business within the United States for the payment of any amount described in Section 162(m)(1) of the CodeU.S. federal income tax purposes.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each Parent and each of the Company and its Subsidiaries has have (i) duly and timely filed (or there have been filed on its their behalf) with the appropriate Tax Authorities (as hereinafter defined) Taxing Authority all U.S. Federal income and all other material Tax Returns (as hereinafter defined) required to be filed by it on or prior them, taking into account any extensions of time within which to the date of this Agreementfile such Tax Returns, and each all such Tax Return is Returns were and are correct and complete in all material respects respects, and (ii) duly and timely paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been duly and timely paid in full on their behalf) all material amounts of Taxes required to be paid by them other than Taxes that are not yet due and payable or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes that are being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due faith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofGAAP. (cb) Neither The unpaid Taxes of Parent and its Subsidiaries (i) did not as of the Company date of the most recent financial statement exceed the reserve for Taxes set forth on the face of the most recent financial statement (rather than in any notes thereto) and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Parent (and its Subsidiaries) in filing the applicable Tax Returns. Since the date of the most recent financial statement, none of Parent nor any Company Subsidiary has incurred any liability for Taxes outside the ordinary course of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effectbusiness. (di) No Audit (as hereinafter defined) There are no audits, investigations by a Tax Authority is presently any Governmental Entity or other proceedings pending or, to the knowledge of Parent, threatened in writing with regard to any Taxes or Tax Returns of the Company Parent or any of its Subsidiaries and, to the knowledge Subsidiaries; (ii) no deficiency for Taxes of the Company, no such Audit is threatened. (e) An Audit of each United States federal income Tax Return of the Company Parent or any of its Subsidiaries has been completed claimed, proposed or assessed in writing or, to the knowledge of Parent, threatened in writing, by the applicable Tax Authorities any Governmental Entity, which deficiency has not yet been settled ; (or the applicable statutes iii) neither Parent nor any of limitation for its Subsidiaries has waived any statute of limitations with respect to the assessment of Taxes for such periods have expired) for all periods through and including 1996, and no adjustments were asserted as a result or agreed to any extension of such Audits which have not been finally resolved and fully paid. (f) There are no agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against the Company or any of its Subsidiaries, and no power of attorney applicable to either the Company or any of its Subsidiaries time with respect to any Taxes is Tax assessment or deficiency for any open tax year (other than pursuant to extensions of time to file Tax Returns obtained in force. the ordinary course); (giv) Neither the Company neither Parent nor any of its Subsidiaries is a party to, or is bound by, currently the beneficiary of any agreement, arrangement or policy relating extension of time within which to the allocation, indemnification or sharing of Taxes. file any Tax Return that remains unfiled; and (hv) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and the Subsidiaries that are "includable corporations" (within the meaning of Section 1504(b) of the Code), has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company Parent nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employeesentered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, independent contractorslocal or foreign income Tax Law). (d) None of Parent nor any Company Subsidiary will be required to include any item of income in, creditorsor exclude any item of deduction from, stockholders, customers and third parties, and timely paid taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in or improper use of method of accounting (other than by virtue of one or more of the transactions contemplated by this Agreement) for a taxable period ending on or prior to the appropriate Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Authority, proper amounts in all material respects with all Tax withholding Law) or other provisions of applicable law. Law; (jii) No power of attorney is currently “closing agreement” as described in force with respect to any matter relating to Taxes that could affect the Company Code Section 7121 (or any corresponding or similar provision of its Subsidiaries. state, local or foreign income Tax Law) executed on or prior to the Closing Date; (kiii) Neither installment sale or open transaction made on or prior to the Company nor any Subsidiary shall become obligated Closing Date, (iv) prepaid amount or deferred revenue received on or prior to the Closing Date other than in connection with the closing ordinary course of business, (v) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Merger for the payment Code (or any corresponding or similar provision of any amount described in state, local, or non-U.S. Tax law); or (vi) an election under Section 162(m)(1965(h) of the CodeCode (or any corresponding or similar provision of state, local or non-U.S. law).

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each Transferred Subsidiary has timely filed all Tax Returns required to have been filed by it with respect to the Transferred Subsidiaries, and has paid in full all Taxes required to have been paid by it, whether or not shown on such Tax Returns. Each of the Company Transferred Subsidiaries or, as relevant, any equity owner of such Transferred Subsidiary in respect thereof or on such Transferred Subsidiary’s behalf, has duly withheld or collected all Taxes that such Transferred Subsidiary is required by applicable Law to have collected and its withheld, and all such amounts so withheld or collected have, if due, been paid over to the appropriate Governmental Entity, and all IRS Forms W-2 and 1099 (and any and all state, local and non-US analogues) with respect thereto which are required to have been filed by or on behalf of the Transferred Subsidiaries have been properly completed and timely filed. All Tax Returns referred to in this Section 3.12 are and were as of the time of filing true, correct and complete in all material respects. (b) No claim has (i) duly been made by a Governmental Entity in a jurisdiction in which any of the Transferred Subsidiaries, or Seller with respect to the activities or assets of any Transferred Subsidiary, has not filed Tax Returns that a Transferred Subsidiary is subject to taxation by that jurisdiction or should have filed a Tax Return (or there should have been had a Tax Return filed on its behalf) with the appropriate Tax Authorities (as hereinafter defined) all Tax Returns (as hereinafter defined) required such Governmental Entity or with respect to be filed by it on or prior to the date of this Agreement, and each such Tax Return is correct and complete in all material respects and (ii) duly paid in full or, made adequate accruals and reserves in its books and records in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recourse) for the payment of, all Taxes for all periods ending on or prior to the date of this Agreement, except for those Taxes being contested in good faith. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofjurisdiction. (c) Neither the Company nor There are no written private letter rulings, private letter ruling requests closing agreements (or requests therefore), or other written agreements with any Governmental Entity, relating to Taxes (or Tax status) of or with respect to any of its the Transferred Subsidiaries has made or any change in accounting methods, received a ruling from any Tax Authority of their assets or signed an agreement with regard to Taxes reasonably likely to businesses that would have a Company Material Adverse Effectcontinuing effect with respect to any taxable period of a Transferred Subsidiary for which the Tax Return has not yet been filed. (d) No Audit There has been no change in accounting method (as hereinafter defined) by a Tax Authority whether voluntary or involuntary), and no such change in method of accounting has been requested or is presently pending with regard respect to any Taxes or Tax Returns of the Company Transferred Subsidiaries (or any of their assets or businesses), which change in method of accounting would require any Transferred Subsidiary to make a positive adjustment to its Subsidiaries and, income pursuant to the knowledge Section 481(a) of the Company, no Code (or any similar provision) on any Tax Return for any taxable period for which such Audit is threatenedTransferred Subsidiary has not yet filed a Tax Return. (e) An Audit No assessment of each United States federal income Taxes in excess of the amount shown on any Tax Return of filed by the Company or any of its Transferred Subsidiaries has been completed proposed in writing (or otherwise to the Knowledge of Seller) by a Taxing Authority which assessment has not since been paid or finally settled, and there are no audits or other proceedings pending or threatened in writing (or otherwise to the Knowledge of Seller) with respect to Taxes payable by the applicable Tax Authorities Transferred Subsidiaries. Buyer has been provided with copies of all written correspondence from or to the United States Internal Revenue Service (“IRS”) (or other relevant Taxing Authority) with respect to any such pending such audit. There are no Liens on any of the applicable statutes assets of limitation for any of the assessment Transferred Subsidiaries that arose in connection with any failure (or alleged failure) of Taxes for such periods have expiredany Person to timely and/or accurately (1) for all periods through and including 1996pay any Tax, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paidor (2) file any Tax Return. (f) There are no agreements, consents agreements or waivers to extend having continuing effect that have been entered into by or on behalf of the statutory period Transferred Subsidiaries extending the statute of limitations (or similar limitations on assessment or collection) applicable to any (A) Taxes, or (B) Tax assessments or deficiencies, payable by of the assessment Transferred Subsidiaries or payment for which any direct or indirect equity owner of any Taxes or deficiencies against of the Company or any of its Subsidiaries, and no power of attorney applicable to either Transferred Subsidiaries after the Company or any of its Subsidiaries with respect to any Taxes is in forceClosing could be liable. (g) Neither None of the Company nor any of its Transferred Subsidiaries is or was a party to, or is bound byhas or could have any Liability under, any Tax indemnification, Tax allocation, Tax sharing agreement, arrangement or policy relating similar contract or agreement, a substantial purpose of which is or was the allocation of Tax Liabilities computed on a consolidated, combined, unitary or similar basis among entities that have or will be required to the allocation, indemnification or sharing of Taxescompute their Tax Liability by filing Tax Returns on such basis. (h) The CompanyExcept with respect to any loss recognized by Seller in connection with the transactions contemplated by this agreement or any election under Treasury Regulations 301.7701-3 made after the execution of this agreement, as none of the common parent Transferred Subsidiaries has participated in any “reportable transaction” within the meaning of an affiliated group Treasury Regulations Section 1.6011-4(b)(1) that was, is, or to the Knowledge of corporations (Seller will ever be, required to be disclosed under Treasury Regulations Section 1.6011-4 or is a material advisor with respect to such a transaction as defined in Code Section 1504 6111(b)(1). (i) To the Knowledge of Seller, no Tax withholding is or will be required by Buyer or any of its Affiliates on the Purchase Price payable pursuant to this Agreement to Seller or any of its respective successors or assigns. (j) None of the CodeTransferred Subsidiaries (A) consisting solely is or has ever been a member of the Company and the Subsidiaries that are "includable corporations" any affiliated group (within the meaning of Section 1504(bsection 1504(a) of the Code)) or similar group of entities with which the Transferred Subsidiaries joined, has filed since 1994 or were or may be required to join, for any taxable period beginning on or before the Closing Date in making a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Return or other income Tax Return in which Tax Liability was or would be computed on a consolidated, combined, unitary or similar basis, other than the affiliated a group in which they are currently members and of which the Company is the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable law. (j) No power of attorney is currently in force with respect to which Seller or a Transferred Subsidiary has been the common parent at all times, or (B) could reasonably have any matter relating to liability for the unpaid Taxes that could affect the Company of another Person under Treasury Regulations Section 1.1502-6 (or any similar provisions of its Subsidiariesstate, local or foreign Law), whether as a transferee or successor, by contract, or otherwise. (k) Neither Seller is not a “foreign person” within the Company nor meaning of Treasury Regulations Section 1.1445-2(b)(2)(i). (l) None of the Transferred Subsidiaries is or has been a partner or member in any business entity (other than another Transferred Subsidiary shall become obligated by reason of any election under Treasury Regulations Section 301.7701-3 made after execution of this Agreement pursuant to clause (ii) of Section 5.1(c) or as permitted pursuant to the fifth sentence of Section 5.1(a)) within the meaning of the Treasury Regulations Section 301.7701-2(a) that is classified as a partnership or disregarded entity for U.S. federal income tax purposes, and none of the Transferred Subsidiaries is or has been a participant in connection any other business relationship, contract or arrangement (other than ownership of a Transferred Subsidiary by reason of any election under Treasury Regulations Section 301.7701-3 made after execution of this Agreement pursuant to clause (ii) of Section 5.1(c) or as permitted pursuant to the fifth sentence of Section 5.1(a).) that Seller or any of the Transferred Subsidiaries has treated as a partnership in which any Transferred Subsidiary is or was a partner for U.S. federal income tax purposes. (m) None of the Transferred Subsidiaries has entered into any advance pricing agreement with the closing IRS or other similar agreement with any other Taxing Authority. (n) None of the Merger for Transferred Subsidiaries has either distributed stock of a controlled corporation pursuant to Section 355 of the payment of any amount described in Code or had its stock distributed by another corporation pursuant to Section 162(m)(1) 355 of the Code. (o) None of the Transferred Subsidiaries is or ever has been a “surrogate foreign corporation” within the meaning of Section 7874 of the Code. (p) [Intentionally deleted.] (q) In any case in which any of the Transferred Subsidiaries have previously obtained financial benefits under governmentally sponsored incentive programs requiring advance application and qualification (excluding, for instance tax and other incentives of general availability, such as elective accelerated depreciation schedules), to the Knowledge of Seller (a) such benefits were obtained in accordance with applicable laws and in compliance with all regulatory order, and (b) such Transferred Subsidiary is not obligated to repay any amount to a Governmental Entity by reason of any event having already occurred inconsistent with the entitlement to such benefit as have been received and will not be obligated to repay any such amount by reason of consummation of the transactions contemplated by this Agreement.

Taxes. Except as set forth in Section 3.16 of the Company Disclosure Schedule: (a) Each of the The Company and its Subsidiaries has have (i) duly timely filed (or there have been filed on its their behalf) with the appropriate Tax Authorities (as hereinafter defined) all material Tax Returns (as hereinafter defined) required to be filed by it them (giving effect to all extensions) on or prior to the date of this Agreementhereof, and each such Tax Return is Returns are true, correct and complete in all material respects respects, and (ii) duly timely paid in full or, or made adequate accruals and reserves in its books and records provision in accordance with GAAP with full provision (or there has been paid or such provision has been made on its behalf for its sole benefit and recoursetheir behalf) for the payment of, of all material Taxes (whether or not reflected on a Tax Return) for all periods ending on or prior to through the date of this Agreement, except for those Taxes being contested in good faithhereof. (b) There are no Liens for Taxes upon any property or assets of the Company or any Subsidiary thereof, except for Liens for Taxes not yet due and for which adequate reserves have been established in accordance with GAAP with full provision made for the payment thereofGAAP. (c) Neither the Company nor any of its Subsidiaries has made any change in accounting methods, received a ruling from any Tax Authority or signed an agreement with regard to Taxes reasonably likely to have a Company Material Adverse Effect. (d) No Audit (as hereinafter defined) by a Tax Authority is federal, state, local, or foreign Audits or other proceedings are presently pending with regard to any material Taxes or Tax Returns of the Company or any of its Subsidiaries and, to the knowledge and none of the CompanyCompany or its Subsidiaries have received any written notice of any material proposed claim, no such Audit is threatenedaudit or proceeding with respect to Taxes. (e) An Audit of each United States No Canadian federal income Tax Return tax returns of the Company or any of its Subsidiaries has have been completed examined by the applicable Tax Authorities (or the Taxing Authorities. The applicable statutes of limitation for the assessment of Taxes for such periods ending prior to 2004 have expired) for all periods through and including 1996, and no adjustments were asserted as a result of such Audits which have not been finally resolved and fully paid. (f) There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or payment of any Taxes or deficiencies against of the Company or any of its Subsidiaries, and no power of attorney applicable to granted by either the Company or any of its Subsidiaries with respect to any Taxes is currently in force. (g) Neither the Company nor any of its Subsidiaries Subsidiaries, is a party to, or is bound by, to any agreement, arrangement or policy relating to agreement providing for the allocation, indemnification indemnification, or sharing of TaxesTaxes that will remain in effect after the Closing Date (other than any such agreement between or among the Company and any of its Subsidiaries). (h) The Company, as the common parent of an affiliated group of corporations (as defined in Section 1504 of the Code) consisting solely of the Company and each Company Subsidiary has complied in all material respects with all applicable Laws relating to the Subsidiaries that are "includable corporations" (payment or withholding of Taxes and has, within the meaning of Section 1504(btime and in the manner prescribed by applicable Law, withheld from and paid over to the relevant Tax Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, stockholder, creditor, non-resident or any Third Party. (i) of During the Code)three-year period ending on the date hereof, has filed since 1994 a consolidated return for United States federal income Tax purposes on behalf of itself and such Subsidiaries and neither the Company nor any of such Subsidiaries has been a member of an affiliated group filing a consolidated United States federal Tax Return other than the affiliated group in which they are currently members and of which the Company is Subsidiaries was a “distributing corporation” or a “controlled corporation” in a transaction intended to be governed by Section 355 of the common parent. (i) With respect to completed pay periods, the Company and each of its Subsidiaries has withheld from its employees, independent contractors, creditors, stockholders, customers and third parties, and timely paid to the appropriate Tax Authority, proper amounts in all material respects with all Tax withholding provisions of applicable lawCode. (j) No power of attorney is currently in force with respect to any matter relating to Taxes that could affect Neither the Company nor any of the Company Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or Section 301.6111-2(b)(2) or any corresponding provision of its Subsidiariesstate, local or foreign Laws. (k) Neither the Company nor any of the Company Subsidiaries is or has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return (other than the group of which the Company or a Subsidiary shall become obligated is or was the common parent); and (ii) neither the Company nor any of the Company Subsidiaries has any liability for the Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of provincial, state, local or foreign Law), as a transferee or successor, by contract or otherwise. (l) The Company Financial Statements reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by the Company and its Subsidiaries accrued through the date of such financial statements and neither the Company nor any of its Subsidiaries has incurred any material Taxes since the date of such statements other than in the ordinary course of business. (m) No claim has ever been made in writing by a Tax Authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. (n) Neither the Company nor any of its Subsidiaries is now a party to or bound by any contract, agreement or other arrangement (whether or not written) that (a) requires the Company or any of its Subsidiaries to make any material Tax payment to or for the account of any other Person, (b) affords any other Person the benefit of any net operating loss, net capital loss, investment Tax credit, foreign Tax credit, charitable deduction or any other credit or Tax attribute which could reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes) of the Company or any of its Subsidiaries, or (c) requires or permits the transfer or assignment of income, revenues, receipts or gains to the Company or any of its Subsidiaries from any other Person, other than payments made to the Company and its Subsidiaries in the ordinary course of business. (o) The aggregate tax pools of the Company and its Subsidiaries are not less than Canadian$23,812,205. For the purposes of this provision, “aggregate tax pools” means, in respect of the Company and its Subsidiaries, the total of the following balances for the taxation year ended December 31, 2009: undepreciated capital cost of all classes of depreciable property, cumulative Canadian exploration expense balance, cumulative Canadian development expense balance, cumulative Canadian oil and gas property expense balance, previously undeducted noncapital loss carry-forward balances for each year, cumulative eligible capital balance and previously undeducted financing expense balance for the purpose of paragraph 20(1)(e) of the Income Tax Act (Canada), as all such terms are defined for the purpose of the Income Tax Act (Canada). (p) The Company and its Subsidiaries have duly and timely collected or caused to be collected all amounts on account of sales or transfer Taxes, including goods and services, harmonized sales and provincial or territorial sales Taxes, required by Law to be collected by it and has duly and timely remitted to the applicable Governmental Entity any such amounts required by Law to be remitted by it. (q) The current paid-up capital (as defined in the Income Tax Act (Canada)) of the Company Shares is not less than Canadian$147,588,000. (r) Neither the Company nor any of its Subsidiaries has agreed to make or is required to make any material adjustments for any taxable year after the Closing Date under Section 481 of the Code. (s) There is no basis for any material amount of penalties and interest to be assessed by the Internal Revenue Service against the Company or any Subsidiary arising out of or in connection with the closing of the Merger for the payment of any amount described in Section 162(m)(1) of the CodeDrilling Partnerships.