Common use of Tax Returns and Payments Clause in Contracts

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

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

Tax Returns and Payments. The Parent Borrower and its Subsidiaries Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) have the Lead Borrower and each of Holdings’ Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any Tax returns, statements, forms and reports), domestic and foreign, reports for Taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Lead Borrower and/or any of Holdings’ Subsidiaries, (ii) the Returns accurately reflect liability for Taxes of the Lead Borrower and its SubsidiariesHoldings’ Subsidiaries for the periods covered thereby, and (iiiii) and the Lead Borrower and each of Holdings’ Subsidiaries have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due(including in the capacity of withholding agent), except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPthat are being Properly Contested. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Lead Borrower and its or any of Holdings’ Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes Taxes relating to the Parent Lead Borrower or any of Holdings’ Subsidiaries, which, if determined adversely to Holdings or any of its Subsidiaries that would Subsidiaries, could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect. Neither As of the Parent Closing Date, neither the Lead Borrower nor any of its Holdings’ Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Lead Borrower or any of its Subsidiaries Holdings’ Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Lead Borrower or any of its Subsidiaries, proposed or threatened Holdings’ Subsidiaries not to be subject to the normally applicable statute of limitations with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterial amount of Tax.

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

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

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

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

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

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

Tax Returns and Payments. The Parent Borrower (i) Each of MediVision and its Subsidiaries (iw) have has prepared in good faith and duly and timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension of time within which to file) all material income and other material tax returns Tax Returns (including any statements, forms and reports), domestic and foreign, as defined below) required to be filed by it, and all such Tax Returns are complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (x) with respect to any Tax Returns that are required to be filed after the Parent Borrower date hereof but prior to the Effective Time, each of MediVision and its SubsidiariesSubsidiaries shall prepare in good faith and duly and timely file (taking into account any extension of time within which to file) all such Tax Returns and such Tax Returns shall be complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (y) has paid all Taxes (as defined below) that it is (or was) required to pay, whether or not shown as due on such Tax Returns, and (ii) have timely paid has withheld all Taxes it has been obligated to withhold from amounts owing to any employee, creditor or caused to have timely paid all material taxes payable by them which have become due and assessments which have become duethird party, except for those with respect to matters contested in good faith and adequately disclosed and for which adequate reserves have been established and which are set forth in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge Section 5.01(l)(i) of the Parent Borrower MediVision Disclosure Letter; and (z) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. MediVision and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes Subsidiaries have complied in all material respects with all applicable Laws relating to Taxes. Except as set forth in Section 5.01(l)(i) of the Parent Borrower MediVision Disclosure Letter, there are no pending, or to MediVision’s knowledge, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters involving MediVision or any of its Subsidiaries. MediVision has made available to OIS true and correct copies of the Israeli Tax Returns and German income and VAT Tax Returns filed by MediVision and its Subsidiaries for each of the fiscal years ended December 31, 2006, 2005 and 2004; neither MediVision nor any of it Subsidiaries has filed (and was not required to file) any income or VAT Tax Returns in any jurisdictions other than Israel and Germany for such fiscal periods, and no claims have been made by any other jurisdiction that would reasonably MediVision and/or its Subsidiaries is or may be expected subject to haveincome or VAT taxation by that jurisdiction. The unpaid Taxes of MediVision and its Subsidiaries (A) did not, either individually or as of the date hereof, exceed the reserves for Tax liabilities (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (B) will not exceed such reserves as adjusted for the passage of time through the Effective Time in accordance with the aggregate, a Material Adverse Effectpast custom and practice of MediVision and its Subsidiaries in filing their Tax Returns. Neither the Parent Borrower MediVision nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending incurred any statute liability for Taxes outside the ordinary course of limitations relating to the payment or collection of taxes of the Parent Borrower or any business consistent with past custom and practice. MediVision and each of its Subsidiaries that would reasonably be expected to haveare in compliance in all material respects with all terms and conditions of any Tax exemptions, either individually Tax incentive, Tax holiday or in the aggregateother Tax reduction agreement, a Material Adverse Effect. No tax Liens have been filed and no claims are pending orapproval or order of any Governmental Entity and, to the best knowledge MediVision’s knowledge, subject to receipt of the Parent Borrower or Investment Center Approvals and the other Approvals required herein, the consummation of the Merger will not have any adverse effect on the validity and effectiveness of its Subsidiariesany such Tax exemptions, proposed or threatened with respect to any taxesTax incentive, fees Tax holiday or other charges for any taxable period that would reasonably be expected to have, either individually Tax reduction agreement or in the aggregate, a Material Adverse Effectorder.

Tax Returns and Payments. The Parent Borrower (a) Except as set forth on Schedule 3.14, the Company has filed all Tax Returns which it is required to file under applicable laws and its Subsidiaries regulations; all such Tax Returns are complete and correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company in all material respects has paid all Taxes due and owing by it (i) have timely filed whether or caused not such Taxes are required to be timely filed with shown on a Tax Return) and has withheld and paid over to the appropriate taxing authority (taking into account any applicable extension within all Taxes which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, it is required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely withhold from amounts paid or caused owing to have timely paid all material taxes payable by them which have become due and assessments which have become dueany employee, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no actionstockholder, suit, proceeding, investigation, audit creditor or claim now pending or, to other third party; the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries Company has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending not waived any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesmaterial Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company if its current tax year was treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, fees the Company has not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company is not expected to exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted, or to the Company's knowledge, threatened, with respect to the Company, no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority and no written notice indicating an intent to open an audit or other charges for review has been received by the Company from any taxable period that would reasonably be expected to haveforeign, either individually federal, state or in local taxing authority; and there are no material unresolved questions or claims concerning the aggregate, a Material Adverse EffectCompany's Tax liability.

Tax Returns and Payments. The Parent Holdings, the Borrower and its each of ------------------------ their respective Subsidiaries are members of an affiliated group of corporations filing consolidated returns for Federal income tax purposes, of which Holdings is the "common parent" (iwithin the meaning of Section 1504 of the Code) of such group. Each of Holdings, the Borrower and each of their respective Subsidiaries have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal and all material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with ------- respect to the Parent income, properties or operations of Holdings, the Borrower and/or any of their respective Subsidiaries. To the best knowledge of Holdings, the Returns accurately reflect all liability for taxes of Holdings, the Borrower and its Subsidiariestheir respective Subsidiaries for the periods covered thereby. To the best knowledge of Holdings, each of Holdings, the Borrower and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings or the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Holdings, the Parent Borrower or any of their respective Subsidiaries. The charges, accruals and reserves on the books of Holding and its Subsidiaries that would reasonably be expected to havein respect of taxes and other governmental charges are, either individually or in the aggregateopinion of Holdings and the Borrower, a Material Adverse Effectadequate. Neither As of the Parent Effective Date, none of Holdings, the Borrower nor or any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Holdings, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings, proposed the Borrower or threatened any of their respective Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. None of Holdings, fees the Borrower or any of their respective Subsidiaries has incurred, or reasonably expect to incur, any material tax liability in connection with the Acquisition and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed (in each case giving effect to all applicable and permitted extensions) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are immaterial and those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement incurred, nor will any of them incur, any material tax liability in connection with transactions contemplated in this Agreement, the Second Lien Credit Agreement, the First Lien Notes Indenture or waiver or been requested to enter into an agreement or waiver extending the Pulitzer Debt Agreement (it being understood that the representation contained in this sentence does not cover any statute of limitations relating to the payment or collection of taxes future tax liabilities of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge ordinary course of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectbusiness).

Tax Returns and Payments. The Parent Except as set forth on Schedule VI, each of the Borrower and its Subsidiaries (i) have has timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, Subsidiaries as a whole for the periods covered thereby. Each of the Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes (including, without limitation, all federal payroll withholding taxes) payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Schedule VI, either individually or in as of the aggregateRestatement Effective Date, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. None of the Borrower or any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction or any other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely each Subsidiary thereof has duly filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income federal, state, local and other material tax returns (including any statements, forms and reports), domestic and foreign, required by Applicable Law to be filed by filed, and has paid, or made adequate provision for the Parent Borrower payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its Subsidiariesproperty, income, profits and (ii) have timely paid or caused to have timely paid all material taxes payable by them assets which have become are due and assessments payable (other than any amount the validity of which have become due, except for those is currently being contested in good faith by appropriate proceedings and adequately disclosed and for with respect to which adequate reserves in conformity with GAAP have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to provided for on the best knowledge books of the Parent Borrower and its SubsidiariesBorrower), proposed except where the failure to file such tax returns or threatened by any authority regarding any income pay such taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would could not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Such returns accurately reflect in all material respects all liability for taxes of the Parent Borrower or any of its Subsidiaries that would Subsidiary thereof for the periods covered thereby, except where the failure to accurately reflect such liability for taxes could not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. No tax Liens have been filed and Except as set forth on Schedule 5.6, there is no claims are pending material ongoing audit or examination or, to the best knowledge of the Parent Borrower, other investigation by any Governmental Authority of the tax liability of the Borrower or any of its Subsidiaries, proposed Subsidiary thereof. No Governmental Authority has asserted any Lien or threatened other claim against the Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any taxesamount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the Borrower and (b) any Permitted Lien). The charges, fees accruals and reserves on the books of the Borrower and each Subsidiary thereof in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of the Borrower or other charges any Subsidiary thereof are in the judgment of MHGCI and the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectof such years.

Tax Returns and Payments. The Parent Borrower (a) Sellers and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) Affiliates thereof will, in accordance with Applicable Law, duly and timely prepare and file all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, respect to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened Companies with respect to any taxesPre-Closing Tax Period, fees and all Tax Returns filed on a combined, consolidated, group, or unified basis that include Sellers or any Affiliate of Sellers other charges than the Companies and Buyer shall duly and timely prepare and file all other Tax Returns required to be filed by or with respect to the Companies. All Tax Returns with respect to any Pre-Closing Tax Period shall be prepared, completed, and filed in a manner consistent with past practices regarding such Tax Returns concerning the income, properties, or operations of the Companies (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by Buyer and Sellers prior to the filing thereof. All Tax Returns with respect to any Pre-Closing Tax Period or Straddle Period shall correctly and accurately set forth the amount of any Taxes relating to the applicable period and the party preparing and filing such Tax Returns shall pay within the time and manner prescribed by law all Taxes due and payable with respect to such Tax Returns. Sellers or Buyer (as the case may be) shall pay the other for any taxable period that would reasonably Taxes for which a Seller or Buyer, respectively, is liable pursuant to Section 7.1 but which are payable with any Tax Return to be expected filed by the other pursuant to havethis Section 7.2 upon the written request of the party entitled to payment, either individually setting forth in detail the computation of the amount owed by Sellers or in Buyer (as the aggregatecase may be), a Material Adverse Effectat least 10 Business Days prior to the due date for paying such Taxes.

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

Tax Returns and Payments. The Parent Borrower Borrowers and its their Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which authority, or have caused to file) be filed with the appropriate taxing authority, all material income and other material tax returns (including any returns, statements, forms forms, and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by or with respect to the Parent Borrower income, properties or operations of the Borrowers and/or any of their Subsidiaries except for such filings listed on Schedule 6.5(a) of the Perfection Certificate as to which the Borrowers have properly requested an extension of time. The Returns accurately reflect in all material respects all liability for taxes of the Borrowers and its Subsidiaries, their Subsidiaries as a whole for the periods covered thereby. The Borrowers and (ii) their Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as set forth on Schedule 6.5(b) of the Perfection Certificate, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower Borrowers and its their Subsidiaries, proposed or threatened by any authority Governmental Authority against any of the Borrowers and their Subsidiaries regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttaxes. Neither the Parent Borrower Borrowers nor any of its their Subsidiaries has have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower Borrowers and their Subsidiaries, or are aware of any circumstances that would cause the taxable years or other taxable periods of the Borrowers or any of its their Subsidiaries that would reasonably not to be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, subject to the best knowledge normally applicable statute of limitations. None of the Parent Borrower Borrowers or any of its Subsidiariestheir Subsidiaries has incurred, proposed or threatened will incur, any material tax liability in connection with respect to all of the transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any taxes, fees future tax liabilities of the Borrowers or other charges for any taxable period that would reasonably be expected to have, either individually or of their Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Borrower Each of JCC Holding and its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income U.S. federal, state, city and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of JCC Holding and its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and (ii) have timely paid or caused to have timely its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by them it other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of JCC Holding and the Parent Borrower Company, threatened by any taxing authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Issue Date, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither JCC Holding nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries that would reasonably be expected to havehas provided, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to itself or property held by it, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse Effect.Code. Sched. B - 14 195

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

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (ia) have timely filed Each Seller has filed, or caused to be filed, on a timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) basis, all material income Tax Returns with respect to the Business and other material tax returns (including any statements, forms and reports), domestic and foreign, the Purchased Assets required to be filed by the Parent Borrower and its Subsidiariesfiled, and such Tax Returns are true, correct and complete in all material respects. (b) All material Taxes due and owing by each Seller with respect to the Business and the Purchased Assets (whether or not reflected on any Tax Return) have been timely and fully paid. (c) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon any of the Purchased Assets. (d) With respect to the Business and the Purchased Assets, no federal, state, local or non-U.S. Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Seller and no Seller has received from any Governmental Authority (including jurisdictions where any Seller has not filed a Tax Return) any (i) notice indicating an intent to open an audit or other review; or (ii) have timely paid notice of deficiency or caused proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Authority against any Seller. (e) With respect to have timely paid the Business and the Purchased Assets, no Seller has waived any statutes of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (f) With respect to the Business and the Purchased Assets, each Seller has complied, in all material taxes payable by them which have become due respects, with all applicable Legal Requirements, rules and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations regulations relating to the payment or collection and withholding of taxes Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 3402 of the Parent Borrower Code or similar provisions of state, local or non-U.S. Legal Requirements) and has 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 Legal Requirements. (g) None of the Assumed Liabilities is an obligation under any of its Subsidiaries that would reasonably be expected to haveTax indemnity, either individually Tax sharing or Tax allocation agreement or arrangement (other than any such agreement or arrangement entered into in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, Ordinary Course of Business the primary purpose of which does not relate to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened Taxes) with respect to the Business and the Purchased Assets. (h) No Seller has any taxesliability for the Taxes of any Person under applicable Legal Requirements, fees as a transferee or successor, by Contract or otherwise. (i) None of the Purchased Assets is an interest in any joint venture, partnership or other charges arrangement or Contract that could be treated as a fiscally transparent entity for any taxable period income Tax purposes. (j) No claim has ever been made by a Governmental Authority in a jurisdiction where a Seller does not file Tax Returns with respect to the Business and the Purchased Assets that would reasonably such Seller is or may be expected subject to have, either individually or in the aggregate, a Material Adverse Effect.Tax by that jurisdiction. 3.18

Tax Returns and Payments. The Parent Borrower Each of Holdings, the Borrowers and its each of their Subsidiaries (i) have has timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) thereof with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of each of Holdings, the Borrowers and its their Subsidiaries, as the case may be. The Returns accurately reflect in all material respects all liability for taxes of Holdings, the Borrowers and (ii) their Subsidiaries for the periods covered thereby. Each of Holdings, the Borrowers and their Subsidiaries have timely paid or caused to have timely paid all material taxes and assessments with respect to taxes payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There As of the Restatement Effective Date, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings, the Parent Borrower and its Borrowers or any of their Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes relating to Holdings, the Parent Borrower Borrowers or any of its Subsidiaries that would reasonably be expected to havetheir Subsidiaries. As of the Restatement Effective Date, either individually none of Holdings, the Borrowers or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its their Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of Holdings, the Parent Borrower Borrowers or any of its Subsidiaries that would reasonably be expected to havetheir Subsidiaries. None of Holdings, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Borrowers or any of its Subsidiariestheir Subsidiaries has provided, proposed or threatened with respect to it or property held by it, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) have the Lead Borrower and each of Holdings’ Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any Tax returns, statements, forms and reports), domestic and foreign, reports for Taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Lead Borrower and/or any of Holdings’ Subsidiaries, (ii) the Returns accurately reflect liability for Taxes of the Lead Borrower and its SubsidiariesHoldings’ Subsidiaries for the periods covered thereby, and (iiiii) and the Lead Borrower and each of Holdings’ Subsidiaries have timely paid or caused to have timely paid all material taxes Taxes payable by them which have become due and assessments which have become due(including in the capacity of withholding agent), except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPthat are being Properly Contested. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Lead Borrower and its or any of Holdings’ Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes Taxes relating to the Parent Lead Borrower or any of Holdings’ Subsidiaries, which, if determined adversely to Holdings or any of its Subsidiaries that would Subsidiaries, could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect. Neither As of the Parent Amendment No. 45 Effective Date, neither the Lead Borrower nor any of its Holdings’ Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the Parent Lead Borrower or any of its Subsidiaries Holdings’ Subsidiaries, or is aware of any circumstances that would reasonably be expected to have, either individually cause the taxable years or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge other taxable periods of the Parent Lead Borrower or any of its Subsidiaries, proposed or threatened Holdings’ Subsidiaries not to be subject to the normally applicable statute of limitations with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterial amount of Tax.

Tax Returns and Payments. (a) The Parent Borrower and its Subsidiaries (i) have Company has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by it. These Tax Returns are true and correct in all material respects. All Taxes shown to be due and payable on such Tax Returns, any assessments imposed and all other taxes due and payable by the Parent Borrower Company have been timely paid or will be paid prior to the time they become delinquent. All Taxes required to be withheld and paid over by the Company to any relevant taxing authority in connection with payments to employees, independent contractors, creditors, stockholders or to third parties have been so withheld and paid over. The Company has not been advised (i) that any of its Subsidiariesreturns, and federal, state or other, have been or are being audited as of the date hereof or (ii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The accruals and reserves for Taxes (other than deferred Taxes) reflected on the unaudited balance sheet as of September 30, 1999 are complete and adequate to cover any liabilities for Taxes with respect to periods or portions of periods ending on or before September 30, 1999. The accruals and reserves for Taxes (other than deferred Taxes) established in the books and records of the Company are complete and adequate to cover any liabilities for Taxes that are attributable to the period beginning after September 30, 1999 and ending on the First Closing Date. No Tax authority in a jurisdiction where the Company does not file Tax Returns has made a claim, assertion or threat that the Company is or may be subject to Tax in such jurisdiction. No audits or examinations with respect to the Company are ongoing or have timely paid been threatened or caused to proposed by any taxing authority. No deficiencies for any Tax have timely paid all material taxes payable by them been threatened, proposed, asserted or assessed against the Company which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves not been satisfied. No waivers or extension of statutes of limitations with respect to Taxes have been established in accordance with GAAPgiven by the Company. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge Complete copies of all Tax Returns of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries Company that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to by the best knowledge of the Parent Borrower or any of Company since its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to inception have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, All Tax Returns required to be filed by or on behalf of the Company or any Subsidiary have been properly completed and timely and properly filed, are true, accurate, and complete in all material respects, and were prepared in compliance with applicable Legal Requirements. All Taxes of the Company or any Subsidiary or for which the Company or any Subsidiary could be liable that are due and payable (whether or not shown on any Tax Return) have been timely and properly paid to the applicable Governmental Body. The Company has delivered to Parent Borrower true, accurate, and complete copies of (i) all Israeli and non-Israeli income and other material Tax Returns filed by or on behalf of the Company, any of its Subsidiariespredecessors, or any Subsidiary for all taxable years remaining open under the applicable statute of limitations, which will include at a minimum the last three tax years, and will also include, promptly upon their availability, such Tax Returns for the most recent taxable year, (ii) all examination reports and written notices of deficiency relating to the Company’s and any Subsidiary’s Liability for Taxes issued to the Company or any Subsidiary since its inception by a Governmental Body, (iii) any closing or settlement agreements entered into by the Company or any Subsidiary and any Governmental Body since the Company’s or any Subsidiary’s inception, and (iiiv) have timely paid all written rulings and decisions relating to the Company’s or caused any Subsidiary’s Liability for Taxes issued to have timely paid all material taxes payable the Company or any Subsidiary since its inception by them a Governmental Body. Section ‎3.23(a) of the Disclosure Schedule lists each jurisdiction in which have become due the Company or any Subsidiary is required to file a Tax Return and assessments which have become duethe relevant form(s) of Tax Return(s) required to be filed. No written claim, except has ever been made by a Tax Authority in a jurisdiction where the Company or any Subsidiary does not file a Tax Return that it is or may be subject to taxation by that jurisdiction for those contested in good faith Taxes that would be covered by or the subject of such Tax Return. The Company Financial Statements properly and adequately disclosed and accrue or reserve for which adequate reserves have been established Tax Liabilities in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge No power of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened attorney with respect to any taxes, fees Taxes is currently in force or has been executed or filed with any Tax Authority or other charges for Governmental Body. No Subsidiary has deferred any taxable period that would reasonably be expected payroll Taxes or utilized any Tax credits pursuant to have, either individually or in the aggregate, a Material Adverse EffectCOVID-19 Laws.

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

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely From the date of this Agreement through and after the Closing Date, the OneBeacon Subsidiaries and OneBeacon shall be responsible for the preparation and filing or otherwise furnishing in proper form to the appropriate Governmental Entity (or shall cause to be prepared and filed or caused so furnished) in a timely manner all Tax Returns relating to the OneBeacon Subsidiaries, OneBeacon, the Business, or any of the Transferred Assets that are due on or before or that relate to any taxable period ending on or before the Closing Date (and Liberty and its Affiliates shall do the same for Tax Returns relating to the Business or any of the Transferred Assets with respect to any taxable period ending after the Closing Date). Tax Returns relating to the Business or any of the Transferred Assets not yet filed for any taxable period that begins before the Closing Date, to the extent that such Tax Returns would have a continuing effect with respect to Liberty or its Affiliates after the Closing Date, shall be timely prepared in a manner consistent with past practices employed with respect to such Tax Returns (except to the extent counsel for the OneBeacon Subsidiaries and OneBeacon renders a legal opinion that there is no reasonable basis in Law therefor or that a Tax Return cannot be so prepared and filed with without being subject to penalties) unless the appropriate taxing authority OneBeacon Subsidiaries or OneBeacon has first obtained the written consent of Liberty and its Affiliates (taking into account which consent shall not be unreasonably withheld). With respect to any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Return required to be filed by the Parent Borrower Liberty and its Subsidiaries, Affiliates or the OneBeacon Subsidiaries and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance OneBeacon with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, respect to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Business or any of its Subsidiaries that would reasonably be expected the Transferred Assets and as to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any which an amount of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating Tax is allocable to the payment other parties under Sections 8.05(a) and 8.05(g), the filing party shall provide the other parties and their authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other parties pursuant to Sections 8.05(a) and 8.05(g), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other parties and their authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. OneBeacon shall pay or collection of taxes of cause to be paid when due and payable all material Taxes (other than Taxes discussed in Section 8.05(g)) with respect to the Parent Borrower OneBeacon Subsidiaries, the Business or any of its Subsidiaries that would reasonably be expected to havethe Transferred Assets, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period or portion thereof ending on or before the Closing Date and that would reasonably are required to be expected to have, either individually paid on or in before the aggregate, a Material Adverse EffectClosing Date.

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

Tax Returns and Payments. The Parent Borrower Each of Furniture Brands and its Restricted Subsidiaries (i) have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of Furniture Brands and its Restricted Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of Furniture Brands and (ii) its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have timely paid or caused to been established in accordance with generally accepted accounting principles. Each of Furniture Brands and its Restricted Subsidiaries have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and except as disclosed on Schedule V, there is, as of the Fourth Restatement Effective Date, no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrowers, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Furniture Brands or its Restricted Subsidiaries. As of the Parent Borrower Fourth Restatement Effective Date, except as set forth on Schedule V, none of Furniture Brands or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Furniture Brands or its Restricted Subsidiaries, or is aware of any circumstances that would cause the Parent Borrower taxable years or other taxable periods of Furniture Brands or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Fourth Restatement Effective Date, none of Furniture Brands or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Except for amounts specifically set forth in Schedule V, none of Furniture Brands or its Restricted Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby. Additionally, all of the foregoing representations are true and correct as to all Unrestricted Subsidiaries of Furniture Brands (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries that for periods prior to the First Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the First Restatement Effective Date would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower (a) Each of Furniture Brands and its Restricted Subsidiaries (i) have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of Furniture Brands and its Restricted Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of Furniture Brands and (ii) its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have timely paid or caused to been established in accordance with generally accepted accounting principles. Each of Furniture Brands and its Restricted Subsidiaries have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and except as disclosed on Schedule V, there is, as of the Second Restatement Effective Date, no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrowers, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Furniture Brands or its Restricted Subsidiaries. As of the Parent Borrower Second Restatement Effective Date, except as set forth on Schedule V, none of Furniture Brands or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Furniture Brands or its Restricted Subsidiaries, or is aware of any circumstances that would cause the Parent Borrower taxable years or other taxable periods of Furniture Brands or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Second Restatement Effective Date, none of Furniture Brands or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Except for amounts specifically set forth in Schedule V, none of Furniture Brands or its Restricted Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby. Additionally, all of the foregoing representations are true and correct as to all Unrestricted Subsidiaries of Furniture Brands (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries that for periods prior to the First Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the First Restatement Effective Date would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower Guarantor, its Subsidiaries, and its Subsidiaries (i) any ------------------------ predecessors to the Guarantor or any Subsidiary, have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) obtained extensions of all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns heretofore required by law to be filed by any of them and all such Tax Returns were correct and complete in all material respects. All Taxes for which the Parent Borrower Guarantor or any Subsidiary is liable have been paid in full or are adequately provided for in accordance with GAAP on the financial statements of the applicable Person, except to the extent such failure would not have a Material Adverse Effect. All amounts required by law to be withheld, collected or provided for by the Guarantor or any Subsidiary, including deposits with respect to Taxes constituting employees' income withholding taxes, have been duly withheld, collected or provided for and have been paid over to the proper federal, provincial, state, municipal or local authority, to the extent due and payable, or are held by the applicable Person for such payment. No Liens arising from or in connection with Taxes have been filed and are currently in effect against the Guarantor or any Subsidiary, except for Liens for Taxes which are not yet due or which are being contested in good faith and as to which reserves have been set aside on the books of the Guarantor or such Subsidiary, as applicable, to the extent required by GAAP. The Guarantor and its Subsidiaries, including any predecessors thereto, have not executed or filed with any taxing authority any agreement or document extending, or having the effect of extending, the period for assessment or collection of any Taxes. The federal income Tax Returns of the Guarantor and its Subsidiaries, and (ii) any predecessors thereto, have timely been examined by the IRS, or the statute of limitations with respect to federal income Taxes has expired, for all tax years to and including the fiscal year ended December 31, 1996 and any deficiencies have been paid in full or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested appropriate action or appropriate reserves therefor in good faith and adequately disclosed and for which adequate reserves accordance with GAAP have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge on books of the Parent Borrower and its SubsidiariesGuarantor or such Subsidiary. Except as set forth in Schedule 4.10 hereto, proposed or threatened by any authority regarding any income taxes or any other taxes relating to ------------- neither the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower Guarantor nor any of its Subsidiaries has entered into an Subsidiary is a party to any tax sharing agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectarrangement. No tax Liens have been filed and no claims audits or investigations are pending or, to the best knowledge of the Parent Borrower or any of its SubsidiariesGuarantor's knowledge, proposed or threatened with respect to any taxesTax Returns or Taxes of the Guarantor or any Subsidiary, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectpredecessor thereto.

Tax Returns and Payments. The Parent Borrower All Federal, material state and other ------------------------ material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Acquired Business and of Holdings and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income liability for taxes of the Acquired Business and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower of Holdings and its Subsidiaries, as the case may be, for the periods covered thereby. The Acquired Business and (ii) Holdings and each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings and the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Acquired Business or to Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually neither the Acquired Business nor Holdings or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveAcquired Business, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Acquired Business or Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Acquired Business nor Holdings or any of its Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Acquired Business nor Holdings or any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connec tion with the Transaction and the other transactions contemplated hereby. Notwithstanding any thing contained in this Section 6.23 to the contrary, neither Holdings nor the Borrower will be in breach of any of the representations or warranties set forth in this Section 6.23 to the extent that such Credit Parties have a right to be indemnified by the Seller or any of its Affiliates under the Acquisition Agreement in respect of such taxes or other charges for any taxable period that would reasonably be expected liabilities and then only so long as such Credit Parties are proceeding diligently to have, either individually enforce such indemnification and are so indemnified by the Seller within 90 days after requesting or in the aggregate, a Material Adverse Effectdemanding same.

Tax Returns and Payments. The Parent Holdings, the Borrower and its each of ------------------------ their respective Subsidiaries are members of an affiliated group of corporations filing consolidated returns for Federal income tax purposes, of which Holdings is the "common parent" (iwithin the meaning of Section 1504 of the Code) of such group. Each of Holdings, the Borrower and each of their respective Subsidiaries have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all Federal and all material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, ------- properties or operations of Holdings, the Borrower and/or any of their respective Subsidiaries. To the best knowledge of Holdings, the Returns accurately reflect all liability for taxes of Holdings, the Borrower and its Subsidiariestheir respective Subsidiaries for the periods covered thereby. To the best knowledge of Holdings, each of Holdings, the Borrower and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 7.05(a), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings or the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Holdings, the Parent Borrower or any of their respective Subsidiaries. The charges, accruals and reserves on the books of Holding and its Subsidiaries that would reasonably be expected to havein respect of taxes and other governmental charges are, either individually or in the aggregateopinion of Holdings and the Borrower, a Material Adverse Effectadequate. Neither As of the Parent Effective Date, none of Holdings, the Borrower nor or any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Holdings, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings, proposed the Borrower or threatened any of their respective Subsidiaries has provided, with respect to themselves or property held by them, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

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

Tax Returns and Payments. The Parent Borrower Company and its each of the Subsidiaries (i) have has timely filed or caused to be timely filed (after giving effect to any extensions) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by the Parent Borrower and its Subsidiariesit, and (ii) have timely paid or caused to have timely all such Returns are true, correct, and complete in all material respects. The Company and each of the Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for whether or not shown on such Returns, other than those taxes that are being contested in good faith and have been adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Company and the Subsidiaries in accordance with GAAPU.S. generally accepted accounting principles. The Company and each of the Subsidiaries has deducted, withheld and timely paid to the appropriate taxing authority all taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, partner or other third party, and the Company and each Subsidiary has complied in all material respects with all applicable reporting and recordkeeping requirements. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesCompany, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its the Subsidiaries. No claim has ever been made by any taxing authority in a jurisdiction where the Company or any Subsidiary does not file Returns that the Company or any of the Subsidiaries is or may be subject to taxation by that would reasonably jurisdiction, and, to the knowledge of the Company, there is no basis for any such claim to be expected to have, either individually or in the aggregate, a Material Adverse Effectmade. Neither the Parent Borrower Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of liabilities for taxes of the Parent Borrower any other person or any of its Subsidiaries that would reasonably be expected to haveentity by contract, either individually as a transferee or in the aggregatesuccessor, a Material Adverse Effect. No tax Liens have been filed and no claims are pending orunder U.S. Treasury Regulation section 1.1502-6 or analogous state, to the best knowledge of the Parent Borrower local or any of its Subsidiaries, proposed non-U.S. provision or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectotherwise.

Tax Returns and Payments. The Parent Borrower Except as set forth on SCHEDULE 3.17, neither the LLC nor the Seller, nor any entity to whose liabilities the LLC or the Seller has succeeded, have filed or been included in a consolidated, unitary, or combined tax return with another person. Except as set forth on SCHEDULE 3.17, the LLC and the Seller represent and warrant that: (a) the LLC and the Seller have filed all tax returns and reports required to have been filed by or for it; including but not limited to those with respect to income, payroll, property, employee withholding, social security, unemployment, franchise, excise, use, and sales taxes, and has either paid in full all taxes that have become due as reflected on any such return or report (including any interest and penalties with respect thereto shown to be due) or have fully accrued on their books or have established adequate reserves for all taxes payable but not yet due; (b) all material information set forth in such returns or reports is accurate and complete; (c) the LLC and the Seller has paid or made adequate provision for all taxes, additions to tax, penalties, and interest payable by the LLC or the Seller; (d) to the best of the Seller's knowledge, no unpaid tax deficiency has been asserted against or with respect to the LLC and the Seller by any taxing authority, and neither the LLC nor the Seller has received written notice of any such assertion; (e) the LLC and the Seller have collected or withheld all amounts required to be collected or withheld by it for any taxes, and to the extent required by law, all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due; (f) the LLC and the Seller are in compliance with, and its Subsidiaries records contain all information and documents necessary to comply with, all applicable information reporting and tax withholding requirements; (g) the balance sheets contained in the Financial Statements fully and properly reflect, as of the dates thereof, the liabilities of the LLC and the Seller for all accrued taxes, additions to tax, penalties, and interest; (h) for periods ending after the date of the most recent Financial Statements, the books and records of the LLC and the Seller fully and properly reflect their liability for all accrued taxes, additions to tax, penalties, and interest; (i) neither the LLC nor the Seller has granted, nor are they subject to, any waiver of the period of limitations for the assessment of tax for any currently open taxable period; (j) the LLC and the Seller have timely not made or entered into, and hold (no asset subject to, a consent filed pursuant to Section 341(f) of the U.S. Internal Revenue Code of 1986, as amended (the "CODE") and the regulations thereunder or caused a "safe harbor lease" subject to be timely filed with former Section 168(f)(8) of the appropriate taxing authority Internal Revenue Code of 1954, as amended before the Tax Reform Act of 1986, and the regulations thereunder; (taking into account any applicable extension within which to filek) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, neither the LLC nor the Seller is required to be filed by include in income any amount for an adjustment pursuant to Section 481 of the Parent Borrower and its Subsidiaries, Code or the regulations thereunder; and (iil) have timely paid neither the LLC nor the Seller is a party to, or caused to have timely paid all material taxes payable by them which have become due and assessments which have become dueobligated under, except any agreement or other arrangement providing for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge payment of any amount that would be an "excess parachute payment" under Section 280G of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectCode.

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

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (iOther than as set forth in Part 2.14(a)(i) have timely filed or caused to be timely filed with of the appropriate taxing authority (taking into account any applicable extension within which to file) Disclosure Schedule, all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by or on behalf of the Parent Borrower Acquired Companies with any Governmental Body have been timely (taking into account valid extensions) and its Subsidiariesproperly filed, were prepared in compliance with all applicable Legal Requirements, and are true, accurate and complete in all material respects and disclose all Taxes required to be paid by or with respect to the Acquired Companies for the periods covered thereby. All Taxes of the Acquired Companies that are due and payable (iiwhether or not shown on any Tax Return) have been timely paid and properly paid. Other than as set forth in Part 2.14(a)(ii) of the Disclosure Schedule, no extension of time within which to file any Tax Return is currently in effect. The Company has maintained and Made Available to Purchaser accurate and complete copies of all Tax Returns filed by the Acquired Companies, including examination reports, and statements of deficiencies assessed against or caused agreed to have timely paid all material taxes payable by them which have become due and assessments which have become dueany Acquired Company filed or received since January 1, except for those contested in good faith 2016. The Company Financial Statements properly and adequately disclosed and accrue or reserve for which adequate reserves have been established Tax liabilities in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge GAAP as of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes date of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectCompany Financial Statements. No tax Liens have been filed and no claims are pending or, to the best knowledge The unpaid Taxes of the Parent Borrower or Acquired Companies (A) did not, as of the Balance Sheet Date, 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 its Subsidiariesthe Balance Sheet (rather than in any notes thereto); and (B) do 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 Acquired Companies in filing their Tax Returns. Since December 31, proposed or threatened 2018, none of the Acquired Companies has incurred any Tax liability outside the Ordinary Course. Each Acquired Company has complied with all record keeping and reporting obligations under Section 6038A of the Code with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.Company’s ownership of and transactions with its Affiliates. (b)

Tax Returns and Payments. The Parent Borrower United States Federal income tax returns of OSG and its Subsidiaries (i) have timely filed or caused to be been examined and closed through the fiscal year ended December 31, 2002. OSG and its Subsidiaries have timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material United States Federal, state, local and foreign income tax returns and all other material tax or information returns (including any statements, forms and reports), domestic and foreign, which are required to be filed by them (collectively, the Parent Borrower “Tax Returns”). All of the Tax Returns (and any tax or information return becoming due after the date hereof and on or before the Effective Date) are true and complete in all material respects. OSG and its Subsidiaries, and (ii) Subsidiaries have timely paid or caused to have timely paid all material federal, state, local and foreign taxes payable (collectively, the “OSG Taxes”) due pursuant to the Tax Returns or pursuant to any assessment received by them OSG or any Subsidiary, other than OSG Taxes which have become due and assessments which have become due, except for those are being contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves (in conformity with GAAP consistently applied) shall have been established set aside on their books. The charges, accruals and reserves on the books of OSG and the Subsidiaries in accordance respect of OSG Taxes are adequate in all material respects and in conformity with GAAPGAAP consistently applied. There is no material action, suit, proceeding, investigationaudit, audit investigation or claim now pending or, to the best knowledge of the Parent Borrower and OSG or its Subsidiaries, proposed or threatened by in respect of any authority regarding any income taxes or any other taxes relating to the Parent Borrower OSG Taxes for which OSG or any of its Subsidiaries that would reasonably be expected is or may become liable nor has any deficiency or claim for any OSG Taxes been proposed, asserted or, to have, either individually the knowledge of OSG or in the aggregate, a Material Adverse Effectits Subsidiaries threatened. Neither the Parent Borrower OSG nor its Subsidiaries, has consented to any waivers or extensions of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to the collection or assessment of any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectOSG Taxes against it.

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

Tax Returns and Payments. The Parent Borrower Each of Holdings and each of its Subsidiaries (i) have has timely filed or caused to be timely filed (including pursuant to any valid extensions of time for filing) thereof or with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of each of Holdings and its Subsidiaries, as the case may be. The Returns accurately reflect in all material respects all liability for taxes of Holdings and (ii) its Subsidiaries as a whole for the periods covered thereby. Each of Holdings and its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as set forth on Schedule XIII, as of the Initial Borrowing Date, there is no action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and Holdings or any of its Subsidiaries, proposed or threatened in writing by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as set forth on Schedule XIII, either individually or in as of the aggregateInitial Borrowing Date, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of any material taxes of the Parent Borrower Holdings or any of its Subsidiaries. None of Holdings or any of its Subsidiaries that would reasonably be expected has provided, with respect to haveit or property held by it, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge any consent under Section 341 of the Parent Borrower Code. None of Holdings or any of its SubsidiariesSubsidiaries has incurred, proposed or threatened will incur, any material tax liability in connection with respect to the Transaction or any taxes, fees other transactions contemplated hereby (excluding any future tax liabilities of Holdings or other charges for any taxable period that would reasonably be expected to have, either individually or of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed (in each case giving effect to all applicable and permitted extensions) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income Federal and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent income, properties or operations of, the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those contested that are immaterial and those that are being con-tested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement incurred, nor will any of them incur, any material tax liability in connection with transactions contemplated in this Agreement, the Second Lien Credit Agreement, the First Lien Notes Indenture or waiver or been requested to enter into an agreement or waiver extending the Pulitzer Debt Agreement (it being understood that the representation contained in this sentence does not cover any statute of limitations relating to the payment or collection of taxes future tax liabilities of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge ordinary course of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectbusiness).

Tax Returns and Payments. The Parent Borrower (a) Except as set forth on Schedule 3.14, the Company has filed all Tax Returns which it is required to file under applicable laws and its Subsidiaries regulations; all such Tax Returns are complete and correct in all material respects and have been prepared in compliance with all applicable laws and regulations in all material respects; the Company in all material respects has paid all Taxes due and owing by it (i) have timely filed whether or caused not such Taxes are required to be timely filed with shown on a Tax Return) and has withheld and paid over to the appropriate taxing authority (taking into account any applicable extension within all Taxes which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, it is required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely withhold from amounts paid or caused owing to have timely paid all material taxes payable by them which have become due and assessments which have become dueany employee, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no actionstockholder, suit, proceeding, investigation, audit creditor or claim now pending or, to other third party; the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries Company has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending not waived any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesmaterial Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; the accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Company if its current tax year was treated as ending on the date of the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); since the date of the Latest Balance Sheet, fees the Company has not incurred any material liability for Taxes other than in the ordinary course of business; the assessment of any additional Taxes for periods for which Tax Returns have been filed by the Company is not expected to exceed the recorded liability therefor on the Latest Balance Sheet (excluding any amount recorded which is attributable solely to timing differences between book and Tax income); no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending or being conducted with respect to the Company, no information related to Tax matters has been requested by any foreign, federal, state or local taxing 15 authority and no written notice indicating an intent to open an audit or other charges for review has been received by the Company from any taxable period that would reasonably be expected to haveforeign, either individually federal, state or in local taxing authority; and there are no material unresolved questions or claims concerning the aggregate, a Material Adverse EffectCompany's Tax liability.

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

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

Tax Returns and Payments. The Parent Borrower (i) Each of Xxxxxx and its Subsidiaries (ix) have has prepared in good faith and duly and timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension of time within which to file) all material income and other material tax returns Tax Returns (including any statements, forms and reports), domestic and foreign, as defined below) required to be filed by the Parent Borrower it and its Subsidiaries, all such Tax Returns are complete and accurate in all material respects; (iiy) have timely paid or caused to have timely has paid all material taxes payable by them Taxes (as defined below) that are shown as due on such Tax Returns which have become due and assessments which have become dueit has filed or that it has been obligated to withhold from amounts owing to any employee, creditor or third party, except for those with respect to matters contested in good faith and adequately disclosed and for which adequate reserves have been established and which have been disclosed to VeriFone; and (z) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Xxxxxx and its Subsidiaries have complied in accordance all material respects with GAAPall applicable laws relating to Taxes. There is Except as set forth on Section 5.1(m)(i) of the Xxxxxx Disclosure Letter, as of the date hereof, there are no action, suit, proceeding, investigation, audit or claim now pending or, threatened in writing, audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters. There are not any unresolved or undisclosed issues that could materially increase the risk that the Tax Settlement (as defined in Section 6.7 hereof) could subsequently be challenged by the Israeli Tax Authorities. Xxxxxx has made available to the best knowledge VeriFone true and correct copies of the Parent Borrower Israeli Tax Returns, United States federal and state income Tax Returns, United Kingdom income Tax Returns, Brazilian income Tax Returns and Turkish income Tax Returns filed by Xxxxxx and its SubsidiariesSubsidiaries for each of the fiscal years ended December 31, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have2004, either individually or in the aggregate, a Material Adverse Effect2003 and 2002. Neither the Parent Borrower Xxxxxx nor any of its Subsidiaries has entered into an agreement any liability for income, franchise or waiver similar Taxes in amounts exceeding the amounts accrued therefor, as reflected in the financial statements included in Xxxxxx Reports filed on or been requested to enter into an agreement or waiver extending any statute of limitations relating prior to the payment or collection date hereof other than liabilities that have accrued in the ordinary course of taxes of business since December 31, 2005. With respect to jurisdictions outside the Parent Borrower or any United States, Xxxxxx and each of its Subsidiaries that would reasonably be expected to haveare in compliance in all material respects with all terms and conditions of any Tax exemptions, either individually Tax incentive, Tax holiday or in the aggregateother Tax reduction agreement, a Material Adverse Effect. No tax Liens have been filed and no claims are pending orapproval or order of any government and, to the best knowledge Xxxxxx’x knowledge, subject to receipt of the Parent Borrower or Investment Center Approvals and the other Approvals required herein, the consummation of the Merger will not have any adverse effect on the validity and effectiveness of its Subsidiariesany such Tax exemptions, proposed or threatened with respect to any taxesTax incentive, fees Tax holiday or other charges for any taxable period that would reasonably be expected to have, either individually Tax reduction agreement or in the aggregate, a Material Adverse Effectorder.

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

Tax Returns and Payments. The Parent Borrower (a) Each of Furniture Brands and its Restricted Subsidiaries (i) have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of Furniture Brands and its Restricted Subsidiaries, . The Returns accur- ately reflect in all material respects all liability for taxes of Furniture Brands and (ii) its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have timely paid or caused to been established in accordance with generally accepted accounting principles. Each of Furniture Brands and its Restricted Subsidiaries have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and except as disclosed on Schedule V, there is, as of the Third Restatement Ef- fective Date, no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrowers, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Furniture Brands or its Restricted Subsidiaries. As of the Parent Borrower Third Restatement Effective Date, except as set forth on Schedule V, none of Furniture Brands or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Furniture Brands or its Restricted Subsi- diaries, or is aware of any circumstances that would cause the Parent Borrower taxable years or other taxable periods of Furniture Brands or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Third Restatement Effective Date, none of Furniture Brands or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Except for amounts specifically set forth in Schedule V, none of Furniture Brands or its Restricted Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby. Additionally, all of the foregoing representations are true and correct as to all Unrestricted Subsidiaries of Furniture Brands (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries that for periods prior to the First Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the First Restatement Effective Date would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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

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

Tax Returns and Payments. The Parent Each of Holdings, the Borrower and its ------------------------ each of their respective Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or pursuant to extensions thereof, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of Holdings, the Borrower and/or any of their respective Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of Holdings, the Borrower and its Subsidiariestheir respective Subsidiaries for the periods covered thereby. Each of Holdings, the Borrower and (ii) each of their respective Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them as shown on such Returns other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as disclosed in the financial statements referred to in Section 7.05(a) or as set forth on Schedule V, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings or the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to Holdings, the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havetheir respective Subsidiaries. Except as set forth on Schedule V, either individually as of the Restatement Effective Date, none of Holdings, the Borrower or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of Holdings, the Parent Borrower or any of its Subsidiaries their respective Subsidiaries, or is aware of any circumstances that would reasonably be expected to havecause the taxable years or other taxable periods of Holdings, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiariestheir respective Subsidiaries not to be subject to the normally applicable statute of limitations. None of Holdings, proposed the Borrower or threatened any of their respective Subsidiaries has provided, with respect to themselves or property held by them, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

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

Tax Returns and Payments. The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all All Federal, material income state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries have been timely filed (taking into account all extensions of due dates) with the appropriate taxing authority. The Returns accurately reflect all liability for taxes of the Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby. The Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for those and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b) and in Schedule 2.13 of the Recapitalization Agreement, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Initial Borrowing Date, either individually or and except as disclosed in Schedule 2.13 of the aggregateRecapitalization Agreement, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower Company and its Subsidiaries (i) have timely -------------------------------- filed or caused all tax returns required by law to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to filethe effectiveness of properly filed requests for filing extensions) and have paid all material income taxes, assessments and other material tax returns governmental charges levied upon any of their respective properties, assets, income or franchises, other than (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, a) those not yet delinquent and (iib) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those being ----- ---- - - diligently contested in good faith and adequately disclosed and for the non-payment of which adequate reserves could not have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither The charges, accruals and reserves on the Parent Borrower nor any books of the Company and each of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute in respect of limitations relating to its taxes are adequate in the payment or collection of taxes opinion of the Parent Borrower Company, and the Company does not know of any unpaid assessment for additional taxes or of any basis therefor. (S)3.7 Indebtedness, Liens and Investments, etc. Schedule 3.7 hereto ------------------------------------------------- ------------ correctly describes, as of the date of this Agreement (other than trade debt due in accordance with normal payment terms and such Indebtedness as shall be incurred under the Company Loan Documents (as in effect on the date hereof)), (a) all outstanding Indebtedness of the Company and its Subsidiaries that would reasonably be expected in respect - of borrowed money, Capital Leases and the deferred purchase price of property; (b) all existing mortgages, liens and security interests in respect of any -- property or assets of the Company and/or its Subsidiaries; (c) all outstanding - investments, loans and advances made by the Company and its Subsidiaries (other than advances to have, either individually or employees made in the aggregate, a Material Adverse Effect. No tax Liens have been filed ordinary course of business); and no claims are pending or, to (d) all - existing guarantees by the best knowledge Company and/or its Subsidiaries (other than endorsements of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or checks in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Each of the Borrower and each of its Subsidiaries (i) have has timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries. The returns accurately reflect all material liability for taxes of the Borrower and its SubsidiariesSubsidiaries for the periods covered thereby. Except for the liability under the Designated Tax Sharing Agreements, each of the Borrower and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes payable by them it other than taxes which have become due are not established, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as disclosed in the financial statements referred to in Section 7.05(a) delivered to the Agent prior to the Effective Date, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. Except as disclosed on Schedule VIII, either individually or in as of the aggregateEffective Date, a Material Adverse Effect. Neither neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to itself or property held by it, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower All domestic and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income foreign Federal, state, provincial and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries have been timely filed (taking into account all extensions of due dates) with the appropriate taxing authority. The Returns accurately reflect all material liabilities for taxes of the Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby. The Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for those and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPGAAP and disclosed on the financial statements of the Borrower. There Except as disclosed in the financial statements referred to in Section 7.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSubsidiaries. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or will incur, any material tax liability in connection with the Transaction and the other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower Each of JCC Holding and its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income U.S. federal, state, city and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of JCC Holding and its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and (ii) have timely paid or caused to have timely its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by them it other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of JCC Holding and the Parent Borrower Borrower, threatened by any taxing authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Initial Borrowing Date, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither JCC Holding nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries that would reasonably be expected to havehas provided, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to itself or property held by it, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

Tax Returns and Payments. The Parent Borrower (a) Each of Holdings and each of its Subsidiaries (i) have has timely filed or caused to be timely filed (or has filed requests for extensions) with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the “Returns”) required to be filed by by, or with respect to the Parent Borrower income, properties or operations of, 152 Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of Holdings and its Subsidiaries, as applicable, for the periods covered thereby. Each of Holdings and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than those that are being contested in good faith and adequately disclosed on Schedule 8.09 and for which adequate reserves have been established in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and Holdings or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened with respect to is aware of any taxes, fees circumstances that would cause the taxable years or other charges for taxable periods of Holdings or any taxable period of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that would reasonably be expected to have, either individually the representation contained in this sentence does not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of the operation of their businesses in the aggregate, a Material Adverse Effectordinary course of business).

Tax Returns and Payments. The Parent Borrower All domestic and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income foreign Federal, state, provincial and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent income, properties or operations of the Borrower and/or any of its Subsidiaries have been timely filed (taking into account all extensions of due dates) with the appropriate taxing authority. The Returns accurately reflect all material liabilities for taxes of the Borrower and its Subsidiaries, Subsidiaries for the periods covered thereby. The Borrower and (ii) each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than immaterial taxes and other taxes which have become are not yet due and assessments which have become duepayable, except for those and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPGAAP and disclosed on the financial statements of the Borrower. There Except as disclosed in the financial statements referred to in Section 7.10(b), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and or any of its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries. As of the Effective Date of this Agreement, either individually or in neither the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has incurred, fees or other charges for will incur, any taxable period that would reasonably be expected to have, either individually or material tax liability in connection with the aggregate, a Material Adverse Effecttransactions contemplated hereby.

Tax Returns and Payments. The Parent Borrower (a) Each of INTERCO and its Restricted Subsidiaries (iincluding, without limitation, but subject to the last sentence of this Section 7.09(a), Thomasville and its Subsidiaries) have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (inclusive of any permitted extensions), with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of INTERCO and its Restricted Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of INTERCO and (ii) its Restricted Subsidiaries for the periods covered thereby other than Taxes for which adequate reserves have timely paid or caused to been established in accordance with generally accepted accounting principles. Each of INTERCO and its Restricted Subsidiaries have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is Except as disclosed in the financial statements referred to in Section 7.05(a) or (b) and except as disclosed on Schedule V, there is, as of the Restatement Ef- fective Date, no material action, suit, proceeding, investigationinvestiga- tion, audit audit, or claim now pending or, to the best knowledge of the Parent Borrower and its SubsidiariesBorrowers, proposed or threatened by any authority regarding any income taxes or any other taxes relating to INTERCO or its Restricted Subsidiaries. As of the Parent Borrower Restatement Effective Date, except as set forth on Schedule V, none of INTERCO or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of INTERCO or its Restricted Subsidiaries, or is aware of any circumstances that would cause the Parent Borrower taxable years or other taxable periods of INTERCO or its Restricted Subsidiaries not to be subject to the normally applicable statute of limitations. As of the Restatement Effective Date, none of INTERCO or its Restricted Subsidiaries has provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Except for amounts specifically set forth in Schedule V, none of INTERCO or its Restricted Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby. Additionally, all of the foregoing representations are true and correct as to all Unrestricted Subsidiaries of INTERCO (to the same extent they were Restricted Subsidiaries) except to the extent any and all failures to be true and correct could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary contained above, to the extent the foregoing representations contained in this Section 7.09 relate to Thomasville and its Subsidiaries that for periods prior to the Restatement Effective Date, such representations shall be deemed untrue only if the aggregate effect of all such failures and noncompliances of the types described above with respect to Thomasville and its Subsidiaries for periods prior to the Restatement Effective Date would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Tax Returns and Payments. The Parent Borrower Except as disclosed in Section 3.15 of the Disclosure Schedules, each of the Company and each of its Subsidiaries (i) have timely has filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income and other material tax returns (including any statements, forms and reports), all other domestic and foreign, foreign tax returns and reports required to be filed by the Parent Borrower it and its Subsidiaries, and (ii) have timely paid or caused to have timely has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for those contested in good faith and adequately reserved against (in the good faith determination of the Company), all of which, to the extent outstanding on the Closing Date, have been disclosed by the Company in the SEC Reports. All such returns and for which reports are true and correct in all material respects. Except as disclosed in Section 3.15 of the Disclosure Schedules, each of the Company and each of its Subsidiaries has paid, or has provided adequate reserves have been established (in accordance with GAAPthe good faith judgment of the Company) for the payment of, all material federal, state and foreign taxes that are not yet due and payable for all fiscal years, including the current fiscal year, to date. There is Except as disclosed in Section 3.15 of the Disclosure Schedules, no action, suit, proceeding, investigation, audit or claim is now pending or, to the best knowledge of the Parent Borrower and Company or its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Company or any of its Subsidiaries that which would reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect. Neither As of the Parent Borrower Closing Date, neither the Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower Company or any of its Subsidiaries. Except as disclosed in Section 3.15 of the Disclosure Schedules, no tax return of the Company or any of its Subsidiaries that would reasonably be expected to haveis or has been the subject of an audit or examination by any taxing authority, either individually other than any such audit or in the aggregate, a Material Adverse Effectexamination which has been completed or closed. No tax Liens have been filed and no claims are pending or, to the best knowledge Each of the Parent Borrower or Company and its Subsidiaries has withheld from each payment made to any of its Subsidiariespast or present employees, proposed or threatened with respect officers and directors, and any other person, the amount of all material taxes and other deductions required to any taxes, fees or other charges for any taxable period that would reasonably be expected withheld therefrom and paid the same to have, either individually or in the aggregate, a Material Adverse Effectproper taxing authority within the time required by law.

Tax Returns and Payments. The Parent Borrower Except as set forth in Schedule 4.10, the Sellers have duly and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, that are or were required to be filed by or with respect to the Parent Borrower Property or the Truck Plaza Business, either separately or as a member of a group of corporations or other entities pursuant to applicable legal requirements and its Subsidiarieshave paid all taxes due or claimed to be due by any governmental body. To the best of the Seller's Knowledge, all tax returns of Sellers were correct and complete in all material respects and were prepared in compliance with applicable laws and regulations. All taxes shown to be due and payable on such tax returns, any assessments imposed, and all other taxes due and payable by or on behalf of Sellers on or before the Closing have been paid or will be paid prior to Closing by Sellers as applicable. There are no Liens for taxes on the Truck Plaza Assets and Sellers have no actual knowledge of any assessment on the Property payable in annual installments or any part thereof which has become a Lien on the Property. There are no pending proceedings or appeals to correct or reduce the assessed valuation of the Property. To the best of Sellers' Knowledge, no claim has ever been made by an authority in a jurisdiction where the Sellers do not file tax returns that they are or may be subject to taxation by that jurisdiction. The Sellers to the best of their Knowledge have withheld and paid all taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, equity owner or other person. Neither of the Sellers has been advised, has no Knowledge, nor should it have any Knowledge, (i) that any of the tax returns of the Sellers have been or are being audited as of the date hereof, or (ii) have timely paid of any deficiency in assessment or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, proposed judgment to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectSellers.

Tax Returns and Payments. The Parent Borrower Company and each of its Subsidiaries have prepared (i) have timely filed or caused to be prepared) and timely filed with the appropriate taxing authority (taking into account any applicable extension valid extensions of time within which to file) all material income and other material tax returns (including any statements, forms and reports), domestic and foreign, Tax Returns required to be filed by the Parent Borrower and its Subsidiariesany of them, and all such filed Tax Returns (iitaking into account all amendments thereto) are true, complete and correct in all material respects. All Taxes owed by the Company and each of its Subsidiaries (whether or not shown to be due and payable on any Tax Return) have been timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those Taxes (i) that are being contested in good faith by appropriate proceedings or for which adequate reserves have been established in accordance with GAAP or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not executed any outstanding waiver of any statute of limitations for, or extension of, the period for the assessment or collection of any Tax which period has not yet expired (other than automatic extensions or any customary extensions obtained in the ordinary course of business). There are no examination, audits or other administrative or court proceedings of any income and adequately disclosed and other material Tax Return of the Company or any of its Subsidiaries by any Governmental Entity (or any other dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries) currently in progress or threatened in writing other than any examination, audit or proceeding presenting issues for which adequate reserves have been established in accordance with GAAP. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge The Company and each of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income taxes or any other taxes Subsidiaries have complied in all material respects with all applicable Laws relating to the Parent Borrower payment and withholding of Taxes and has, within the time and manger prescribed by Law, paid over to the proper Governmental Entity all material amounts required to be withheld and paid over under all applicable Laws. There are no Liens relating or attributable to Taxes encumbering the assets of the Company or any of its Subsidiaries that would reasonably be expected to haveSubsidiaries, either individually or in except for Permitted Liens. Within the aggregatepast six (6) years, a Material Adverse Effect. Neither neither the Parent Borrower Company nor any of its Subsidiaries has entered into an agreement or waiver or engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). The Company is not and has not been requested for the five years prior to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveClosing, either individually or a “United States real property holding corporation” as defined in the aggregate, a Material Adverse Effect. No tax Liens have been filed Code and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectapplicable Treasury Regulations promulgated thereunder.

Tax Returns and Payments. The Parent Borrower Each of Holdings and each of its ------------------------ Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods (taking into account any extensions granted by the applicable taxing authorities), with the appropriate taxing authority (taking into account any applicable extension within which to file) all material federal income tax returns and all other material tax returns (including any statements, forms and reports)returns, domestic and foreign, foreign (the "Returns") required to be filed by by, or with respect to the Parent Borrower income, properties or operations of, Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of Holdings and its Subsidiaries, Subsidiaries for the periods covered thereby. Each of Holdings and (ii) have timely paid or caused to have timely each of its Subsidiaries has paid all material taxes and assessments payable by them which have become due and assessments it which have become due, except for other than (i) taxes (other than Federal income taxes) which are not overdue by more than 30 days and (ii) taxes which are not delinquent and those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Holdings and its Subsidiaries in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of Holdings and the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other material taxes relating to the Parent Borrower Holdings or any of its Subsidiaries other than those that would reasonably be expected to haveare being contested in good faith and adequately disclosed and fully provided for on the financial statements of Holdings and its Subsidiaries in accordance with generally accepted accounting principles. As of the Effective Date, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither Holdings nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has provided, with respect to themselves or property held by them, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

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

Tax Returns and Payments. The Parent Borrower All of the Tax Returns of Seller (and its Subsidiaries (iany Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) have timely filed or caused required by Law to be filed on or before the date of this Agreement have been duly and timely filed filed. All such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with applicable Law. Except as set forth on Schedule 3.13, all Taxes owed by Seller (and any Affiliate or predecessor of any Seller that previously owned any of the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns (including any statements, forms and reportsSeller’s Assets), domestic and foreign, whether or not shown or required to be filed by the Parent Borrower and its Subsidiariesshown on any Tax Return, and (ii) have timely paid or caused to have timely paid all material taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPpaid. There are in effect no waivers or extensions of any applicable statute of limitations related to such Tax Returns. No claim has been made by any Governmental Body where Tax Returns have not been filed that any Seller (or any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) is subject to tax in such jurisdiction. There are no actionliens on any of the Seller’s Assets with respect to unpaid Taxes. Except as set forth on Schedule 3.13, suit, proceeding, investigation, no Seller (or Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) is subject to any audit or claim now pending ordispute in respect of its Taxes, no deficiency assessment or proposed adjustment for Taxes is pending, and, to the best knowledge Knowledge of the Parent Borrower and its SubsidiariesSeller Parties, proposed or threatened by any authority regarding any income taxes no Seller (or any other taxes relating to the Parent Borrower Affiliate or predecessor of any Seller that previously owned any of its Subsidiaries that would reasonably be expected the Seller’s Assets) is subject to haveany Liability for Taxes, either individually whether or in the aggregatenot proposed, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any taxesperiod through the date of this Agreement or which could be imposed upon any of its properties or assets. Each Seller (and any Affiliate or predecessor of any Seller that previously owned any of the Seller’s Assets) has withheld and paid all taxes in connection with any amounts paid or owing to any employee, fees independent contractor, creditor or other charges for any taxable period that would reasonably be expected to havethird party, either individually or in the aggregate, a Material Adverse Effectand all Forms W-2 and 1099 required with respect thereto have been properly completed and filed.

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

Tax Returns and Payments. The Parent Borrower Each of Holdings, Parent, the Borrower, Howmet Cercast (Canada) and its each of their respective Subsidiaries (ithe "Taxpayers") have timely filed or caused to be timely filed filed, on the due dates thereof or within applicable grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income Federal, state and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower and its income, properties or operations of Holdings, Parent, the Borrower, Howmet Cercast (Canada) and/or any of their respective Subsidiaries, and (ii) . The Returns accurately reflect in all material respects all liability for taxes of the Taxpayers for the periods covered thereby. Each of the Taxpayers have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as set forth on Schedule VI, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings, Parent, the Parent Borrower and its Subsidiariesor Howmet Cercast (Canada), proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to havethe Taxpayers. As of the Restatement Effective Date, either individually or except as set forth in Schedule VI, none of the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries Taxpayers has entered into an agreement or -42- 50 waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries such Taxpayers, or is aware of any circumstances that would reasonably cause the taxable years or other taxable periods of any of such Taxpayers not to be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, subject to the best knowledge normally applicable statute of limitations. None of the Parent Borrower or any of its SubsidiariesTaxpayers has provided, proposed or threatened with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. None of the Taxpayers has incurred, fees or will incur, any material tax liability in connection with the Acquisition, the Mergers and the other charges for transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 7.09, each representation in this Section 7.09 shall not be deemed to be incorrect if and to the extent any taxable period liability of Holdings and its Subsidiaries resulting from a fact or circumstance that otherwise would reasonably cause such representation to be expected to have, either individually or in the aggregate, a Material Adverse Effectuntrue is covered by any Acquisition Letter of Credit.

Tax Returns and Payments. The Parent Borrower United States Federal income tax returns of OSG and its the Subsidiaries (i) have timely been examined and closed through the fiscal year ended December 31, 1999. OSG and the Subsidiaries have filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material United States Federal, state, local and foreign income tax returns and all other material tax or information returns (including any statements, forms and reports), domestic and foreign, which are required to be filed by them (collectively, the Parent Borrower "Tax Returns"). All of the Tax Returns (and its Subsidiaries, any tax or information return becoming due after the date hereof and (iion or before the Closing Date) are true and complete in all material respects. OSG and the Subsidiaries have timely paid or caused to have timely paid all material federal, state, local and foreign taxes payable (collectively, the "OSG Taxes") due pursuant to the Tax Returns or pursuant to any assessment received by them OSG or any Subsidiary, other than OSG Taxes which have become due and assessments which have become due, except for those are being contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves (in conformity with GAAP consistently applied) shall have been established set aside on their books. The charges, accruals and reserves on the books of OSG and the Subsidiaries in accordance respect of OSG Taxes are adequate in all material respects and in conformity with GAAPGAAP consistently applied. There is no material action, suit, proceeding, investigationaudit, audit investigation or claim now pending or, to the best knowledge of the Parent Borrower and OSG or its Subsidiaries, proposed or threatened by in respect of any authority regarding any income taxes or any other taxes relating to the Parent Borrower OSG Taxes for which OSG or any of the Subsidiaries is or may become liable nor has any deficiency or claim for any such OSG Taxes been proposed, asserted or, to the knowledge of OSG or its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectthreatened. Neither the Parent Borrower OSG nor its Subsidiaries, has consented to any waivers or extensions of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to the collection or assessment of any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.OSG Taxes against it;

Tax Returns and Payments. The Parent Borrower Each of JCC Holding and its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income U.S. federal, state, city and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of JCC Holding and its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and (ii) have timely paid or caused to have timely its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by them it other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There Except as set forth on Schedule X, there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of JCC Holding and the Parent Borrower Borrower, threatened by any taxing authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Initial Borrowing Date, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither JCC Holding nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries that would reasonably be expected to havehas provided, either individually or in the aggregate, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to itself or property held by it, any taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in consent under Section 341 of the aggregate, a Material Adverse EffectCode.

Tax Returns and Payments. The Parent Borrower Each of JCC Holding and its Subsidiaries (i) have has timely filed or caused to be timely filed filed, on the due dates thereof or within applicable extension or grace periods, with the appropriate taxing authority (taking into account any applicable extension within which to file) authority, all material income U.S. federal, state, city and other material tax returns (including any returns, statements, forms and reports), domestic and foreign, reports for taxes (the "Returns") required to be filed by or with respect to the Parent Borrower income, properties or operations of JCC Holding and its Subsidiaries, . The Returns accurately reflect in all material respects all liability for taxes of JCC Holding and (ii) have timely paid or caused to have timely its Subsidiaries for the periods covered thereby. Each of JCC Holding and its Subsidiaries has paid all material taxes payable by them it other than taxes which have become due are not delinquent, and assessments which have become due, except for other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles. There is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of JCC Holding and the Parent Borrower Company, threatened by any taxing authority regarding any taxes relating to JCC Holding and its Subsidiaries. As of the Issue Date, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower neither JCC Holding nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of JCC Holding or such Subsidiary. Neither JCC Holding nor any of its Subsidiaries has provided, with respect to itself or property held by it, any consent under Section 341 of the Parent Borrower Code. Exhibit B - 14 195 10. Compliance with ERISA. Each Plan is in substantial compliance with ERISA and the Code; no Reportable Event has occurred with respect to a Plan; no Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; all contributions required to be made with respect to a Plan have been timely made; neither JCC Holding nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any liability (including any indirect, contingent, or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to JCC Holding or any of its Subsidiaries that would reasonably be expected or any ERISA Affiliate of incurring a liability to have, either individually or in the aggregate, on account of a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, Plan pursuant to the best knowledge foregoing provisions of ERISA and the Parent Borrower Code; no lien imposed under the Code or ERISA on the assets of JCC Holding or any of its Subsidiaries, proposed Subsidiaries or threatened with any ERISA Affiliate exists or is likely to arise on account of any Plan; and JCC Holding and its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability. The representations and warranties in this Section II(10) of Exhibit B shall only apply insofar as the matters referred to in this Section II(10) of Exhibit B present a risk of material liability to JCC Holding or any of its Subsidiaries or ERISA Affiliates. With respect to any taxesa multi-employer plan as defined in Section 4001(a)(3) of ERISA, fees it is understood and agreed that the representations and warranties of this Section II(10) of Exhibit B are based solely on nonreceipt by JCC Holding or other charges for any taxable period that would reasonably be expected its Subsidiaries or ERISA Affiliates of written notice from the PBGC or a Plan Administrator referring to have, either individually material violations or material liabilities affecting JCC Holding or its Subsidiaries or ERISA Affiliates in respect of the aggregate, a Material Adverse Effectmatters referred to in such representations and warranties.

Tax Returns and Payments. The Parent Borrower All Federal, material state and ------------------------ other material returns, statements, forms and reports for taxes (the "Returns") required to be filed by or with respect to the income, properties or operations of the Acquired Business, of the Behring Acquired Business and of Holdings and/or any of its Subsidiaries (i) have timely filed or caused to be been timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) authority. The Returns accurately reflect all material income liability for taxes of the Acquired Business, of the Behring Acquired Business and other material tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower of Holdings and its Subsidiaries, as the case may be, for the periods covered thereby. The Acquired Business, the Behring Acquired Business and (ii) Holdings and each of its Subsidiaries have timely paid or caused to have timely paid all material taxes payable by them other than taxes which have become are not yet due and assessments which have become duepayable, except for and other than those contested in good faith and adequately disclosed by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. There Except as disclosed in the financial statements referred to in Section 6.10(b), (c) and (d), there is no material action, suit, proceeding, investigation, audit audit, or claim now pending or, to the best knowledge of Holdings and the Parent Borrower and its SubsidiariesBorrower, proposed or threatened by any authority regarding any income taxes or any other taxes relating to the Parent Borrower Acquired Business, to the Behring Acquired Business or to Holdings or any of its Subsidiaries that would reasonably be expected to haveSubsidi aries. Except as set forth on Annex XV, either individually as of the First Amendment Effective Date, neither the Acquired Business, the Behring Acquired Business nor Holdings or in the aggregate, a Material Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to haveAcquired Business, either individually or in the aggregateBehring Acquired Business, a Material Adverse Effect. No tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower Holdings or any of its Subsidiaries, proposed or threatened is aware of any circumstances that would cause the taxable years or other taxable periods of the Acquired Business, the Behring Acquired Business or Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Acquired Business, the Behring Acquired Business nor Holdings or any of its Subsidiaries have provided, with respect to themselves or property held by them, any taxesconsent under Section 341 of the Code. Neither the Acquired Business, fees the Behring Acquired Business nor Holdings or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Original Transaction, the Transaction, the Behring Transaction and the other transactions contemplated hereby. Notwithstanding anything contained in this Section 6.23 to the contrary, neither Holdings nor the Borrower will be in breach of any of the representations or warranties set forth in this Section 6.23 to the extent that such Credit Parties have a right to be indemnified by (x) the Seller or any of its Affiliates under the Acquisition Agreement or (y) by Hoechst or any of its Affiliates under the Behring Merger Agreement, in each case in respect of such taxes or other charges for any taxable period that would reasonably be expected liabilities and then only so long as such Credit Parties are proceeding diligently to haveenforce such indemnification and are so indemnified by the Seller or Hoechst, either individually as the case may be, within 90 days after requesting or in the aggregate, a Material Adverse Effectdemanding same."