Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its ------------------------ Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material (with respect to the Administrative Agent on the Amendment No. 4 Effective Date, Borrower and its Subsidiaries taken as of the Amendment No. 4 Effective Date, there is no a whole) action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with generally accepted accounting principles) for the payment of, all material U.S. federal, state and non-U.S. income taxes applicable for all taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Parent and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Parent and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Parent and each of its Subsidiaries Subsid­iaries as a whole for the periods covered thereby. The U.S. Borrower Parent and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with generally accepted accounting principles) for the payment of, all material U.S. federal, state and non-U.S. income taxes applicable for all taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent or any of its SubsidiariesSubsid­iaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. Borrower Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations limita­tions relating to the payment or collection of taxes of the U.S. Borrower Parent or any of its SubsidiariesSubsid­iaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitationslimita­tions.

Tax Returns and Payments. The U.S. the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule X hereto, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Dateon Schedule X hereto, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its ------------------------ Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP. Each of the Borrower and each of its Subsidiaries has timely filed provided adequate reserves (including applicable extensions), or has had filed on its behalf, with in the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations good faith judgment of the U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes management of the U.S. Borrower and each of its Subsidiaries as a whole Borrower) for the periods covered therebypayment of all federal, state and foreign income taxes which have not yet become due. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability of the Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule XVI hereto, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Dateon Schedule XVI hereto, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Parent and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Parent and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Parent and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Parent and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Restatement Effective Date, neither the U.S. Borrower Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any Person (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Parent and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Parent and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Parent and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Parent and each of its Subsidiaries have paid at all material taxes payable by them other than those contested in good faith and adequately disclosed and for which times paid, or have provided adequate reserves have been established (in accordance with U.S. GAAP. Except ) for the payment of, all taxes shown as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent due on the Amendment NoReturns and all other material U.S. federal, state and non-U.S. taxes that have become due and payable. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent or any of its SubsidiariesSubsid­iaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Restatement Effective Date, neither the U.S. Borrower Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any Person (other than the Parent or any of its present or former Subsidiaries) under the United States Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed or caused to be timely filed, on the due dates thereof (including applicable extensions), ) or has had filed on its behalfwithin applicable grace periods, with the appropriate taxing authority, all material Federal, state, foreign and other 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes Each of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than (a) those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth GAAP or (b) where the failure to do so could not reasonably be expected to result in a certificate Material Adverse Effect. As of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Restatement Effective Date, as of the Amendment No. 4 Effective Date, (a) there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, or threatened in writing by any authority regarding any material taxes relating to the U.S. Borrower or its Subsidiaries and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, (b) neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material returns, statements, forms domestic and reports for taxes (the “Returns”) foreign tax returns required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately reserved against (in the good faith determination of the Borrower), all of which, to the extent outstanding on the Closing Date, have been disclosed by the Company in the SEC Reports. Each of the Borrower and for which each of its Subsidiaries has paid, or has provided adequate reserves have been established (in accordance with U.S. GAAP. Except as set forth in a certificate the good faith judgment of the U.S. Borrower delivered Borrower) 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 the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there is no No action, suit, proceeding, investigation, audit, audit or claim is now pending or, to the knowledge of any Senior Officerthe Borrower or its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its SubsidiariesSubsidiaries which is reasonably likely to have a Material Adverse Effect. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Except for the extension, to March 31, 1997, of the filing deadline for the tax returns due September 15, 1996 for the Borrower's fiscal year ended June 30, 1996, each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) tax returns required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it (which are true and each of its Subsidiaries. The Returns accurately reflect correct in all material respects all liability for taxes of the U.S. Borrower respects) and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes payable by them and assessments due and payable, other than (a) those not yet delinquent and (b) those contested in good faith and adequately disclosed and for which adequate reserves have been established established, 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 periods prior to the Closing Date, for any failure which, individually or in the aggregate, would not have a Material Adverse Effect. Each of the Borrower and its Subsidiaries has paid, or has provided adequate reserves (in accordance with U.S. GAAP. Except as set forth in a certificate of ) for the U.S. Borrower delivered 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 Administrative Agent date hereof except, solely with respect to tax returns and taxes and assessments required to be filed or paid by or on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge behalf of any Senior Officer, threatened by any authority regarding any taxes such Person relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth period prior to the Closing Date, for any failures which, individually or in the certificate referred to aboveaggregate, as of would not have a Material Adverse Effect. Neither the Amendment No. 4 Effective Date, neither the U.S. Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested know of any proposed tax assessment against any such Person that could reasonably be expected to enter into an agreement or waiver extending any statute of limitations relating have a Material Adverse Effect which is not being actively contested in good faith by such Person to the payment or collection of taxes of the U.S. Borrower or any of its Subsidiariesextent affected thereby in good faith and by appropriate proceedings; PROVIDED, or is aware of any circumstances HOWEVER, that would cause the taxable years such reserves or other taxable periods of the U.S. Borrower appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or any of its Subsidiaries not to be subject to the normally applicable statute of limitationsprovided therefor.

Tax Returns and Payments. The U.S. Borrower Parent and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. or non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Parent and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Parent and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Parent and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with generally accepted accounting principles) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves them. All taxes required to have been established in accordance with U.S. GAAP. Except as set forth in a certificate withheld or collected by the Parent or any of the U.S. Borrower delivered its Subsidiaries from amounts paid or owing to any employee, shareholder, member, creditor or other third party have been duly withheld or collected and have been paid over to the Administrative Agent on the Amendment Noapplicable taxing authority. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. Borrower Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the code or (ii) has any actual or potential liability for the taxes of any Person (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

Tax Returns and Payments. The U.S. Borrower Each of the REIT and each of its Subsidiaries has timely filed (including or caused to be timely filed, on the due dates thereof or within applicable extensions), or has had filed on its behalfgrace periods, with the appropriate taxing authority, 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 U.S. Borrower and each of REIT and/or its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower REIT and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Each of the REIT and each of its Subsidiaries have has paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of any Senior Officerthe REIT or the Borrower, threatened by any authority regarding any material taxes relating to the U.S. Borrower and each REIT or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. Borrower REIT 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 U.S. Borrower REIT or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Except as provided in Part A of Schedule III, each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes Taxes and assessments payable by them other than it that have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of Holdings and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. Each of Holdings and each of its Subsidiaries has provided adequate reserves (in the good faith judgment of the management of Holdings) for the payment of all United States Federal, state and foreign income taxes that have not yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule III, there is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior Officereach of Holdings and each Borrower, threatened by any authority Governmental Authority regarding any taxes Taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule III, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes Taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for Taxes of Holdings or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and fully provided for on the income, properties or operations financial statements of the U.S. Borrower and each of its SubsidiariesSubsidiaries in accordance with generally accepted accounting principles. The Returns accurately reflect in all material respects all liability for taxes Each of the U.S. Borrower and each of its Subsidiaries as a whole has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the periods covered therebypayment of all federal, state and foreign income taxes which have not yet become due. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for taxes of the Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower Except as provided in Part A of Schedule III, each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it that have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of Holdings and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. Each of Holdings and each of its Subsidiaries has provided adequate reserves (in the good faith judgment of the management of Holdings) for the payment of all United States Federal, state and foreign income taxes that have not yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule III, there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officereach of Holdings and each Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule III, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations., in each case except to the extent the liability for taxes of Holdings or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material. 103

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to it and has paid all material taxes and assessments payable by it which have become due, other than those contested in good faith fully provided for on the income, properties or operations financial statements of the U.S. Borrower and each of its SubsidiariesSubsidiaries in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid at all material taxes payable by them other than those contested times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and adequately disclosed foreign income taxes applicable for all prior fiscal years and for which adequate reserves have been established in accordance with U.S. GAAPthe current fiscal year to date. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower or any of its Subsidiaries that could reasonably be expected to have a material adverse effect on the business, property, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and each of its SubsidiariesSubsidiaries taken as a whole. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. Borrower nor any of its Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pending a request to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Holdings and its Subsidiaries in accordance with U.S. GAAP. Except as set forth Each of Holdings and each of its Subsidiaries has at all times paid, or has provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of Holdings) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Holdings or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth Subsidiaries which, either individually or in the certificate referred aggregate, could reasonably be expected to above, as have a Material Adverse Effect. As of the Amendment No. 4 Restatement Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely have filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material tax returns, domestic and foreign, required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. The Borrower and each of its Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all material federal, state and foreign taxes applicable for all prior fiscal years and for the current fiscal year to date. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent identified on the Amendment No. 4 Effective DateSchedule 8.09, as of the Amendment No. 4 Effective Closing Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The Exide U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, ) with the appropriate taxing authority, all 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 Exide U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Exide U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The Exide U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule 7.19 hereto, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerBorrower, threatened by any authority regarding any taxes relating to the Exide U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Dateon Schedule 7.19 hereto, neither the Exide U.S. 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 Exide U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Exide U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of Holdings and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth Each of Holdings and each of its Subsidiaries has provided adequate reserves in a certificate accordance with generally accepted accounting principles (in the good faith judgment of the U.S. Borrower delivered to management of Holdings) for the Administrative Agent on the Amendment Nopayment of all federal, state and foreign income taxes which have not yet become due. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Holdings or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its SubsidiariesSubsidiaries that has had (unless same has ceased to exist), or could reasonably be expected to have, a Material Adverse Effect. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for taxes of Holdings or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower Issuer and each of its Subsidiaries has timely filed (including applicable extensions), or has had caused to be timely filed on its behalf, with the appropriate taxing authority, authority all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of of, the U.S. Borrower and each Issuer and/or any of its SubsidiariesSubsidiaries that relate to a material amount of taxes. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower each Issuer and each of its Subsidiaries Subsidiaries, as a whole applicable, for the periods covered thereby. The U.S. Borrower Issuer and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Issuer and its Subsidiaries in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the best knowledge of the Issuer or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Issuer or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. Borrower Issuer 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 U.S. Borrower Issuer or any of its Subsidiaries, or is aware of any circumstances that would Table of Contents cause the taxable years or other taxable periods of the U.S. Borrower Issuer or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions)filed, or has had filed on its behalf, with the appropriate taxing authorityreceived extensions for, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to it and has paid all federal and state income taxes and all other material taxes and assessments payable by it which have become due, except for those contested in good faith and fully provided for on the income, properties or operations financial statements of the U.S. Borrower Holdings and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered therebyin accordance with generally accepted accounting principles. The U.S. Borrower Holdings and each of its Subsidiaries have paid at all material taxes payable by them other than those contested times paid, or have provided adequate reserves (in the good faith judgment of the management of Holdings) for the payment of, all federal, state and adequately disclosed material local and foreign income taxes applicable for all prior fiscal years and for which adequate reserves have been established in accordance with U.S. GAAPthe current fiscal year to date. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent disclosed on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule X, there is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the best knowledge of any Senior OfficerHoldings, threatened WPIV and the Borrower threatened, by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower All Federal, material state and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each and/or any of its SubsidiariesSubsidiaries have been timely filed (taking into account all extensions of due dates) with the appropriate taxing authority. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those immaterial taxes and other taxes which are not yet due and payable, and other than taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth disclosed in a certificate of the U.S. Borrower delivered financial statements referred to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Datein Section 6.10(b), there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any material taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of each of the Amendment No. 4 Effective Initial Borrowing Date and the Second Borrowing Date, and neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.normally

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations Each of the U.S. Borrower and each of ------------------------ its Subsidiaries. The Returns accurately reflect in Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material respects all liability taxes and assessments payable by it which have become due, except for taxes those contested in good faith and fully provided for on the financial statements of the U.S. Borrower and its Subsidiaries in accordance with generally accepted accounting principles. Each of the U.S. Borrower and each of its Subsidiaries as a whole for has provided adequate reserves (in the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate judgment of the management of the U.S. Borrower delivered to Borrower) for the Administrative Agent on the Amendment Nopayment of all federal, state and foreign income taxes which have not yet become due. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the U.S. Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, neither Neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability of the U.S. Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely have filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material tax returns, domestic and foreign, required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as management of the Amendment NoBorrower) for the payment of, all federal, state and foreign taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 As of the Restatement Effective Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Restatement Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. Except as set forth in a certificate Each of the U.S. Borrower delivered to and each of its Subsidiaries has at all times paid, or has provided adequate reserves (in the Administrative Agent on the Amendment No. 4 Effective Date, as good faith judgment of the Amendment Nomanagement of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth Subsidiaries which, either individually or in the certificate referred aggregate, could reasonably be expected to above, as have a Material Adverse Effect. As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its ------------------------ Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Borrower and each of its Subsidiaries have paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as management of the Amendment NoBorrower) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries that could reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had caused to be timely filed on its behalf, with the appropriate taxing authority, authority all federal and other material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of the U.S. Borrower and each of, Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries Subsidiaries, as a whole applicable, for the periods covered thereby. The U.S. Borrower Each of Holdings and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, 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 Holdings and its Subsidiaries in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior OfficerHoldings or the Borrower, threatened by any authority regarding any material taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its ------------------------ Subsidiaries has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with generally accepted accounting principles. Each of the Borrower and each of its Subsidiaries has timely filed provided adequate reserves (including applicable extensions), or has had filed on its behalf, with in the appropriate taxing authority, all material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations good faith judgment of the U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes management of the U.S. Borrower and each of its Subsidiaries as a whole Borrower) for the periods covered therebypayment of all federal, state and foreign income taxes which have not yet become due. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for taxes of the Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Holdings and its Subsidiaries in accordance with U.S. GAAP. Except as set forth Each of Holdings and each of its Subsidiaries has at all times paid, or has provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of Holdings) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Holdings or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth Subsidiaries which, either individually or in the certificate referred aggregate, could reasonably be expected to above, as have a Material Adverse Effect. As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the US Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the US Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate Each of the U.S. US Borrower delivered to and each of its Subsidiaries have paid, or have provided adequate reserves (in the Administrative Agent on good faith judgment of the Amendment No. 4 Effective Datemanagement of the US Borrower or such Subsidiary, as of the Amendment Nocase may be) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerBorrower threatened, threatened by any authority regarding any taxes relating to the U.S. US Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. US 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 U.S. US Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. US Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective DateSchedule XVI hereto, as of the Amendment No. 4 3 Effective Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to aboveon Schedule XVI hereto, as of the Amendment No. 4 3 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of the Company and each of its Subsidiaries has timely filed (including or caused to be timely filed, on the due dates thereof or within applicable extensions), or has had filed on its behalfgrace periods, with the appropriate taxing authority, all Federal and all material state and foreign 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 U.S. Borrower and each Company and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Company and each of its Subsidiaries Subsidiaries, as a whole the case may be, for the periods covered thereby. The U.S. Borrower Each of the Company and each of its Subsidiaries have has paid all material taxes payable by them other than those taxes which are not delinquent or are being contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth disclosed in a certificate of the U.S. Borrower delivered financial statements referred to the Administrative Agent on the Amendment No. 4 Effective Datein Section 4.5(a), as of the Amendment No. 4 Effective Date, Closing Date there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Company or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Company or any of its Subsidiaries. Except As of the Closing Date, except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective DateSchedule A, neither the U.S. 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 U.S. Borrower Company or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Company or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.. Neither the Company nor any of its Subsidiaries has incurred, or will incur, any material income tax liability in connection with the Transactions and the other Transactions contemplated hereby (other than as a result of the operations after the Closing Date of properties acquired in the Transactions)

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its ------------------------ Subsidiaries has timely filed (including or caused to be timely filed, on the due dates thereof or within applicable extensions), or has had filed on its behalfgrace periods, with the appropriate taxing authority, 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 U.S. Borrower and each of Holdings and/or its Subsidiaries. The Returns accurately reflect in all material respects all material liability for taxes of Holdings and its Subsidiaries for the U.S. Borrower periods covered thereby except for amounts for which adequate reserves have been established in accordance with generally accepted accounting principles. Each of Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of any Senior Officereach of Holdings and the Borrower, threatened by any authority regarding any taxes relating to Holdings or any of its Subsidiaries which, either individually or in the U.S. Borrower aggregate, could reasonably be expected to have a Material Adverse Effect. As of the Effective Date, Holdings and each of its Subsidiaries. Except as set forth Subsidiaries 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 certificate referred to above, as subject of the Amendment No. 4 Effective Date, neither the U.S. 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 the statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule X hereto, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Dateon Schedule X hereto, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Except as provided in Part A of Schedule II, each of the US Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsstate and local, forms domestic and reports for taxes (the “Returns”) foreign, required to be filed by or with respect to it and has paid all material Taxes and assessments payable by it that have become due, except for those contested in good faith and fully provided for on the income, properties or operations financial statements of the U.S. US Borrower and each of its SubsidiariesSubsidiaries in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes Each of the U.S. US Borrower and each of its Subsidiaries as a whole has provided adequate reserves (in the good faith judgment of the management of the US Borrower) for the periods covered thereby. The U.S. Borrower payment of all United States Federal, state and each of its Subsidiaries material local, domestic and foreign income taxes that have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPnot yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule II, there is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior Officereach Borrower, threatened by any authority Governmental Authority regarding any taxes Taxes relating to the U.S. US Borrower and each or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule II, neither the U.S. US Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the U.S. US Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. US Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for Taxes of the US Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Except as set forth on Annex XI, the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than those not yet delinquent and except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established in the financial statements of the Borrower and each of its Subsidiaries in accordance with U.S. GAAPGAAP or SAP, as the case may be. Except as set forth The Borrower and each of its Subsidiaries has paid, or has provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of such Person) for the payment of, all material federal, state and foreign taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate hereof. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of 28 its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate Each of the U.S. Borrower delivered to and each of its Subsidiaries has at all times paid, or have provided adequate reserves (in the Administrative Agent on the Amendment No. 4 Effective Date, as good faith judgment of the Amendment Nomanagement of the Borrower) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no material action, suit, proceeding, investigation, auditaudit (except for routine sales tax audits), or claim now pending or, to the best knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. 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 (except in connection with routine sales tax audits) relating to the payment or collection of taxes of the U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Holdings and each of its Subsidiaries has have timely filed (including applicable extensions), or has had caused to be timely filed on its behalf, with the appropriate taxing authority, all material Federal, state and other returns, statements, forms and reports for taxes taxes, domestic and foreign (the “"Returns”") required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Holdings and each of its Subsidiaries have paid all material taxes payable by them other than those taxes contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth disclosed in a certificate of the U.S. Borrower delivered financial statements referred to the Administrative Agent on the Amendment No. 4 Effective Datein Section 7.05(a), as of the Amendment No. 4 Effective Initial Borrowing Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerHoldings and the Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of U.S. Federal income taxes of Holdings or any of its Subsidiaries or is aware of any agreement or waiver extending any statute of limitations relating to the U.S. Borrower payment or collection of other taxes of Holdings or any of its Subsidiaries, or is aware . None of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not has provided, with respect to be subject to itself or property held by it, any consent under Section 341 of the normally applicable statute of limitationsCode.

Tax Returns and Payments. The U.S. Borrower Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Holdings and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Holdings and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all material U.S. federal, state and non-U.S. income taxes applicable for all taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of Holdings or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower (a) VHS Holdco I and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than those contested in good faith fully provided for on the financial statements of VHS Holdco I and adequately disclosed and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. Except as set forth , (b) VHS Holdco I and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of VHS Holdco I) for the payment of, all material federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment No. 4 Effective Datedate, as of the Amendment No. 4 Effective Date, (c) there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerCredit Agreement Party, threatened in writing by any authority regarding any taxes relating to the U.S. Borrower and each VHS Holdco I or any of its Subsidiaries. Except as set forth Subsidiaries that could reasonably be expected to have, either individually or in the certificate referred to aboveaggregate, a material adverse effect on the business, assets, liabilities, operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a whole and (d) as of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. Borrower VHS Holdco I nor any of its Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pending a request to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower VHS Holdco I or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower VHS Holdco I or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Except as set forth on Schedule 5.13, the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than those not yet delinquent and except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established in the financial statements of the Borrower and each of its Subsidiaries in accordance with U.S. GAAPGAAP or SAP, as the case may be. The Borrower and each of its Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of the management of such Person) for the payment of, all material federal, state and foreign taxes applicable for all prior fiscal years and for the current fiscal year to the date hereof. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent disclosed on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule 5.13, there is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior OfficerResponsible Officer of the Borrower or any of its Subsidiaries, threatened in writing by any authority Governmental Authority regarding any material taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Datedisclosed on Schedule 5.13, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or and no Responsible Officer of the Borrower is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The All U.S. Borrower Federal income, material state income and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each Holdings and/or any of its SubsidiariesSubsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Holdings and each of its Subsidiaries have paid all material taxes payable by them other than taxes which are not yet due and payable, 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 U.S. GAAP. Except as set forth disclosed in a certificate of the U.S. Borrower delivered financial statements referred to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Datein Section 6.10(b), there is no material -52- action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerHoldings and the Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to aboveon Annex IX, as of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower 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 consent under Section 341 of the Code.

Tax Returns and Payments. The U.S. Borrower Each of Workflow and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect it (giving effect to the income, properties or operations of the U.S. Borrower any filing extension duly obtained in connection therewith) and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Workflow and its Subsidiaries in accordance with U.S. GAAP. Except as set forth Workflow and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of Workflow) for the payment of, all United States federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior OfficerBorrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Workflow or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. Borrower Workflow nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Workflow or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Workflow or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Workflow nor any of its Subsidiaries will incur any taxes in connection with the Transaction.

Tax Returns and Payments. The U.S. Borrower Each of the Company and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material returns, statements, forms domestic and reports for taxes (the “Returns”) foreign tax returns required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than 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. Each of the Company and for which each of its Subsidiaries has paid, or has provided adequate reserves have been established (in accordance with U.S. GAAP. Except as set forth in a certificate the good faith judgment of the U.S. Borrower delivered 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 the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there is no No action, suit, proceeding, investigation, audit, audit or claim is now pending or, to the knowledge of any Senior Officerthe Company or its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Company or any of its SubsidiariesSubsidiaries which is reasonably likely to have a Material Adverse Effect. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. 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 U.S. Borrower Company or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods . No tax return of the U.S. Borrower Company or any of its Subsidiaries not is or has been the subject of an audit or examination by any taxing authority, other than any such audit or examination which has been completed or closed. Each of the Company and its Subsidiaries has withheld from each payment made to any of its past or present employees, officers and directors, and any other person, the amount of all material taxes and other deductions required to be subject withheld therefrom and paid the same to the normally applicable statute of limitationsproper taxing authority within the time required by law.

Tax Returns and Payments. The U.S. To the best knowledge of senior management of the Borrower (to the extent related to Returns, statements, forms and reports required to be filed prior to the Effective Date), (a) the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each and/or any of its Subsidiaries. The Subsidiaries (the “Returns”), (b) the Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. thereby and (c) the Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule XIV, there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to aboveon Schedule XIV, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material (with respect to the Administrative Agent on the Amendment No. 4 Effective Date, Borrower and its Subsidiaries taken as of the Amendment No. 4 Effective Date, there is no a whole) action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate Each of the U.S. Borrower delivered to and each of its Subsidiaries has at all times paid, or have provided adequate reserves (in the Administrative Agent on the Amendment No. 4 Effective Date, as good faith judgment of the Amendment Nomanagement of the Borrower) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. Borrower nor any of its Subsidiaries has entered into an agreement (other than the Consent Extending the Time for Assessment of Taxes, dated as of January 11, 1999, between the Borrower and the Commonwealth of Massachusetts Department of Revenue Audit Division) 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had caused to be timely filed on its behalf, with the appropriate taxing authority, authority all federal and state income tax returns and all other material tax returns, statements, forms domestic and reports for taxes foreign (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of the U.S. Borrower and each of, Holdings and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Each of Holdings and each of its Subsidiaries have has paid all material taxes and assessments due and payable by them it, 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 Holdings and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, audit or claim now pending or, to the best knowledge of Holdings or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth Subsidiaries that, either individually or in the certificate referred aggregate, could reasonably be expected to above, result in a material liability to Holdings and its Subsidiaries taken as a whole. As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Parent and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each Parent and/or any of its SubsidiariesSubsidiaries (the “Returns”). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Parent and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Parent and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all taxes shown as due on the Returns and all other material U.S. federal, state and non-U.S. taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves them. All taxes required to have been established in accordance with U.S. GAAP. Except as set forth in a certificate withheld or collected by the Parent or any of the U.S. Borrower delivered its Subsidiaries from amounts paid or owing to any employee, shareholder, member, creditor or other third party have been duly withheld or collected and have been paid over to the Administrative Agent on the Amendment Noapplicable taxing authority. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. Borrower Parent nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Parent or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Parent nor any of its Subsidiaries (i) has engaged in any “listed transaction” within the meaning of Section 6011 of the Code or (ii) has any actual or potential liability for the taxes of any Person (other than the Parent or any of its present or former Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local, foreign or provincial law).

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions)Except as set forth on Annex V, or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. ------------------------ Borrower and each of its Subsidiaries, if any, has filed all federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith which are adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries, if any, in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole Subsidiaries, if any, have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the periods covered thereby. The U.S. Borrower payment of, all federal, state and each of its Subsidiaries have paid foreign income taxes applicable for all material taxes payable by them other than those contested in good faith and adequately disclosed prior fiscal years and for which adequate reserves have been established in accordance with U.S. GAAPthe current fiscal year to the date hereof. Except as set forth in a certificate As of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, Initial Borrowing Date there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower or any Senior Officerof its Subsidiaries, if any, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries, if any. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. Borrower nor any of its Subsidiaries Subsidiaries, if any, has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower or any of its Subsidiaries, if any, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries Subsidiaries, if any, not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Except to the extent failure to do so is permitted by the Bankruptcy Code or pursuant to the Interim Order or the Final Order or other order of the Bankruptcy Court reasonably satisfactory to the Administrative Agent, as applicable, each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed (including in each case giving effect to all applicable and permitted extensions), or has had filed on its behalf, ) with the appropriate taxing authority, authority all Federal and other material returns, statements, forms and reports for taxes (the “Returns”) required to be filed by by, or with respect to the income, properties or operations of opera­tions of, the U.S. Borrower and each and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Except to the extent failure to do so is permitted by the Bankruptcy Code or pursuant to the Interim Order or the Final Order or other order of the Bankruptcy Court reasonably satisfactory to the Administrative Agent, as applicable, each of the Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assess­ments payable by them it which have become due, other than those contested 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 U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceedingproceed­ing, investigationinvestiga­tion, audit, audit or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any material taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Workflow and each of its ------------------------ Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect it (giving effect to the income, properties or operations of the U.S. Borrower any filing extension duly obtained in connection therewith) and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Workflow and its Subsidiaries in accordance with U.S. GAAP. Except as set forth Workflow and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of Workflow) for the payment of, all United States federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior OfficerBorrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Workflow or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. Borrower Workflow nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Workflow or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Workflow or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Workflow nor any of its Subsidiaries will incur any taxes in connection with the Transaction.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material U.S. federal income tax returns, statements, forms and reports for taxes (the “Returns”) and all other material U.S. and non-U.S. tax returns, statements, forms and reports for taxes required to be filed by or with respect to the income, properties or operations of the U.S. Borrower and each and/or any of its SubsidiariesSubsidiaries (the "Returns"). The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment of, all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPthem. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrower or any Senior Officerof its Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries Subsidi­aries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to it and has paid all material taxes and assessments payable by it which have become due, other than those contested in good faith fully provided for on the income, properties or operations finan­cial statements of the U.S. Borrower and each of its SubsidiariesSubsidiaries in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid at all material taxes payable by them other than those contested times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state and adequately disclosed foreign income taxes applicable for all prior fiscal years and for which adequate reserves have been established in accordance with U.S. GAAPthe current fiscal year to date. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no action, suit, proceeding, investigationinvesti­gation, audit, or claim now pending or, to the knowledge knowl­edge of any Senior Officerthe Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower or any of its Subsidiaries that could reasonably be expected to have a material adverse effect on the busi­ness, property, assets, liabilities (actual or contingent), operations or condition (financial or other­wise) of the Borrower and each of its SubsidiariesSubsidiaries taken as a whole. Except as set forth in Neither the certificate referred to above, as of the Amendment No. 4 Effective Date, neither the U.S. Borrower nor any of its Subsidiaries has entered into an agreement or waiver which is currently in effect or been requested has pend­ing a request to enter into an agreement or waiver extending any statute of limitations relating relat­ing to the payment or collection of taxes of the U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Each of Workflow and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect it (giving effect to the income, properties or operations of the U.S. Borrower any filing extension duly obtained in connection therewith) and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of Workflow and its Subsidiaries in accordance with U.S. GAAP. Except as set forth Workflow and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of Workflow) for the payment of, all United States federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to the Administrative Agent on the Amendment Nodate. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior Officerthe Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Workflow or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. Borrower Workflow nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Workflow or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Workflow or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither Workflow nor any of its Subsidiaries will incur any taxes in connection with the Transaction, except for the United States and Canadian income taxes which will accrue from the collateralization of the Loans with the assets and stock of DBF.

Tax Returns and Payments. The U.S. Borrower Each of the Parent, the Company and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all material federal income tax returns and all other tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Parent, the Company and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Parent, the Company and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as management of the Amendment NoParent) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. 4 Effective Date, there There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Parent, the Company or any Senior Officerof their respective Subsidiaries, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Parent, the Company or any of its Subsidiariestheir respective Subsidiaries which could be reasonably expected to have a Material Adverse Effect. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Closing Date, neither the U.S. Borrower Parent, the Company nor any of its their respective Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Parent, the Company or any of its their respective Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Parent, the Company or any of its their respective Subsidiaries not to be subject to the normally applicable statute of limitations.. None of the Parent, the Company or any Subsidiary thereof has incurred,

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal and state income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. Except as set forth disclosed in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule 5.09, there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth disclosed in the certificate referred to above, as of the Amendment No. 4 Effective DateSchedule 5.09, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.. 30 5.10

Tax Returns and Payments. The U.S. Borrower Except as provided ------------------------- in Part A of Schedule III, each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it that have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of Holdings and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. Each of Holdings and each of its Subsidiaries has provided adequate reserves (in the good faith judgment of the management of Holdings) for the payment of all United States Federal, state and foreign income taxes that have not yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule III, there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officereach of Holdings and each Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule III, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for taxes of Holdings or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower Each of Holdings and each of its Subsidiaries has timely filed (including or caused to be timely filed, on the due dates thereof or within applicable extensions), or has had filed on its behalfgrace periods, with the appropriate taxing authority, 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 U.S. Borrower and each of Holdings and/or its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower Holdings and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower Each of Holdings and each of its Subsidiaries have has paid all material taxes payable by them other than taxes which are not delinquent, and other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Date, there There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of any Senior OfficerHoldings, HMC Capital or the Borrower, threatened by any authority regarding any material taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed or caused to be timely filed, on the due dates thereof (including applicable extensions), ) or has had filed on its behalfwithin applicable grace periods, with the appropriate taxing authority, all material 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes Each of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them it which have become due, other than (a) those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth There GAAP or (b) where the failure to do so could not reasonably be expected to result in a certificate Material Adverse Effect. As of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Restatement Effective Date, as of the Amendment No. 4 Effective Date, (a) there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, or threatened in writing by any authority regarding any material taxes relating to the U.S. Borrower and each of or its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Date, Neither and (b) neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower Except as provided in Part A of ------------------------- Schedule III, each of Holdings and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it that have become due, except for those contested in good faith and adequately disclosed fully provided for on the financial statements of Holdings and for which adequate reserves have been established its Subsidiaries in accordance with U.S. GAAP. Each of Holdings and each of its Subsidiaries has provided adequate reserves (in the good faith judgment of the management of Holdings) for the payment of all United States Federal, state and foreign income taxes that have not yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule III, there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officereach of Holdings and each Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule III, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower Holdings or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for 106 taxes of Holdings or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Each of the Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the U.S. Borrower it and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have has paid all material taxes and assessments payable by them other than it which have become due, except for those contested in good faith and adequately disclosed and fully provided for which adequate reserves have been established on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAPgenerally accepted accounting principles. Except as set forth The Borrower and each of its Subsidiaries have at all times paid, or have provided adequate reserves (in a certificate the good faith judgment of the U.S. Borrower delivered management of the Borrower) for the payment of, all federal, state and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no material (to the Administrative Agent on the Amendment No. 4 Effective Date, Borrower and its Subsidiaries taken as of the Amendment No. 4 Effective Date, there is no a whole) action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officerthe Borrower threatened, threatened by any authority regarding any taxes relating to the U.S. Borrower and each or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Effective Initial Borrowing Date, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

Tax Returns and Payments. The U.S. Borrower All Federal, material state and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each Holdings and/or any of its SubsidiariesSubsidiaries have been timely filed with the appropriate taxing authority. The Returns accurately reflect in all material respects all liability for taxes of Holdings and its Subsidiaries, as the U.S. Borrower and each of its Subsidiaries as a whole case may be, for the periods covered thereby. The U.S. Borrower Holdings and each of its Subsidiaries have paid all material taxes payable by them other than taxes which are not yet due and payable, 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 U.S. GAAP. Except as set forth disclosed in a certificate of the U.S. Borrower delivered financial statements referred to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective Datein Section 6.10(b) and (c), there is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior OfficerHoldings and the Borrower, threatened by any authority regarding any taxes relating to the U.S. Borrower and each Holdings or any of its Subsidiaries. Except as set forth in the certificate referred to above, as As of the Amendment No. 4 Restatement Effective Date, neither the U.S. 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 any statute of limitations relating to the payment or collection of taxes of the U.S. Borrower Holdings or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower 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 consent under Section 341 of the Code. Neither Holdings nor any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.

Tax Returns and Payments. The U.S. Except as provided in Part A of Schedule II, each of the US Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all United States Federal income tax returns and all other material tax returns, statementsdomestic and foreign, forms and reports for taxes (the “Returns”) required to be filed by or with respect to it and has paid all material Taxes and assessments payable by it that have become due, except for those contested in good faith and fully provided for on the income, properties or operations financial statements of the U.S. US Borrower and each of its SubsidiariesSubsidiaries in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes Each of the U.S. US Borrower and each of its Subsidiaries as a whole has provided adequate reserves (in the good faith judgment of the management of the US Borrower) for the periods covered thereby. The U.S. Borrower payment of all United States Federal, state and each of its Subsidiaries foreign income taxes that have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAPnot yet become due. Except as set forth provided in a certificate Part B and C of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule II, there is no material action, suit, proceeding, investigation, audit, audit or claim now pending or, to the knowledge of any Senior Officereach Borrower, threatened by any authority Governmental Authority regarding any taxes Taxes relating to the U.S. US Borrower and each or any of its Subsidiaries. Except as set forth provided in the certificate referred to above, as Part D of the Amendment No. 4 Effective DateSchedule II, neither the U.S. US Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes Taxes of the U.S. US Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. US Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations, in each case except to the extent the liability for Taxes of the US Borrower or such Subsidiary giving rise to any extension of any such normally applicable statute of limitation is not material.

Tax Returns and Payments. The U.S. Borrower and each of its Subsidiaries has timely filed (including applicable extensions), or has had filed on its behalf, with the appropriate taxing authority, all 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 U.S. Borrower and each of its Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the U.S. Borrower and each of its Subsidiaries as a whole for the periods covered thereby. The U.S. Borrower and each of its Subsidiaries have paid all material taxes payable by them other than those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with U.S. GAAP. Except as set forth in a certificate of the U.S. Borrower delivered to the Administrative Agent on the Amendment No. 4 Effective Date, as of the Amendment No. 4 Effective DateSchedule XVI hereto, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Senior Officer, threatened by any authority regarding any taxes relating to the U.S. Borrower and each of its Subsidiaries. Except as set forth in the certificate referred to above, as of the Amendment No. 4 Effective Dateon Schedule XVI hereto, neither the U.S. 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 U.S. Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the U.S. Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.