Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) FSIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC CCT and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC CCT or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC CCT or any of its Consolidated Subsidiaries for which FSIC CCT does not have reserves that are adequate under GAAP. Neither FSIC CCT nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC CCT and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC CCT nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC CCT nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC CCT or any of its Consolidated Subsidiaries. Neither FSIC CCT nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC CCT or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of the Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent due or that are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material The federal, state and local income Tax Return returns of FSIC or any Consolidated Subsidiary has the Company and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 2002 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC the Company or any of its Consolidated Subsidiaries for which FSIC the Company does not have reserves that are adequate under GAAP. Neither FSIC the Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC the Company and its Consolidated Subsidiaries). Within the past five years (two years, or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger Transaction is also a part), neither FSIC the Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC the Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC the Company or any of its Consolidated Subsidiaries. The aggregate balance of the reserve for bad debts described in any provision under state or local laws and regulations similar to Section 593(g)(2)(A)(ii) of the Code of the Company and its Subsidiaries is not greater than $1,000,000. Neither FSIC the Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC The Corporation has filed in a timely manner all federal, provincial, local and each of its Consolidated Subsidiaries has duly foreign tax returns and timely filed (taking into account all applicable extensions) all material Tax Returns notices that are required to be filed and due and has paid all taxes of whatsoever nature required to be paid by it on and any other assessment, fine or penalty levied against it or any amounts payable to any Governmental Authority for all tax years prior to the date hereof to the extent that such taxes, assessments, fines, penalties or amounts have become due or have been alleged to be due and the Corporation is not aware of this Agreement any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any of them or the payment of any tax, governmental charge, penalty, interest or fine against any of them. There are no actions, suits, proceedings, investigations or claims now threatened or, to the best knowledge of the Corporation, pending against the Corporation which could result in a liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and the Corporation has withheld (where applicable) from each payment the amount of all such Tax Returns being accurate taxes and complete in all material respects)other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid all material Taxes shown thereon as arising the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation. The Corporation has established on its books and has duly paid or made provision records reserves which are adequate for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are taxes not yet delinquent or are being contested in good faith, have not been finally determined due and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There payable and there are no material disputes pending, or written claims asserted, liens for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within taxes on the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) assets of the Code of which the Merger is also a part)Corporation, neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request except for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationstaxes not yet due.

Taxes and Tax Returns. (a) FSIC Each of NCBC and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have a Material Adverse Effect on NCBC. The federal income tax returns of NCBC and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the "IRS") for all years to and including the taxable year ended December 31, 1996 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There To the best of NCBC's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC NCBC or any of its Consolidated Subsidiaries for which FSIC NCBC does not have reserves adequate reserves. In addition, (A) proper and accurate amounts have been withheld by NCBC and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on NCBC, (B) federal, state, and local returns which are accurate and complete in all material respects have been filed by NCBC and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on NCBC, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by NCBC in its consolidated financial statements, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on NCBC and (D) there are no Tax liens upon any property or assets of NCBC or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwill not, either individually or in the aggregate, have a Material Adverse Effect on NCBC. Neither FSIC NCBC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by NCBC or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or will have, either individually or in the aggregate, a Material Adverse Effect on NCBC. Except as set forth in the financial statements described in Section 3.6, neither NCBC nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by which will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on NCBC.

Taxes and Tax Returns. (a) FSIC Each of CCB and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on CCB. The federal income tax returns of CCB and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS through the taxable year ended December 31, 1993 and for the taxable year ended December 31, 1996 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There To the best of CCB's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC CCB or any of its Consolidated Subsidiaries for which FSIC CCB does not have reserves adequate reserves. In addition, (A) proper and accurate amounts have been withheld by CCB and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on CCB, (B) federal, state and local returns which are accurate and complete in all material respects have been filed by CCB and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on CCB, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by CCB in its consolidated financial statements, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on CCB and (D) there are no Tax liens upon any property or assets of CCB or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwill not have, either individually or in the aggregate, a Material Adverse Effect on CCB. Neither FSIC CCB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by CCB or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or will have, either individually or in the aggregate, a Material Adverse Effect on CCB. Except as set forth in the financial statements described in Section 4.6, neither CCB nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by which will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on CCB.

Taxes and Tax Returns. (a) FSIC Each of BANC ONE and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of BANC ONE's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, is not likely, in the reasonable judgment of BANC ONE, to have a Material Adverse Effect on BANC ONE. The income tax returns of BANC ONE and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS through 1992 and any liability with respect thereto has been satisfied, and either no material deficiencies were asserted as a result of such examination for which BANC ONE does not have adequate reserves or other relevant taxing authorityall such deficiencies were satisfied. There To the best of BANC ONE's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC BANC ONE or any of its Consolidated Subsidiaries for which FSIC BANC ONE does not have reserves adequate reserves, nor has BANC ONE or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by BANC ONE and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on BANC ONE, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by BANC ONE and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on BANC ONE, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by BANC ONE in its consolidated financial statements as of December 31, 1997, except where failure to do so would not have a Material Adverse Effect on BANC ONE and (D) there are no Tax liens upon any property or assets of BANC ONE or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwould not have a Material Adverse Effect on BANC ONE. Neither FSIC BANC ONE nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by BANC ONE or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or is reasonably likely to have a Material Adverse Effect on BANC ONE. Except as set forth in the financial statements described in Section 5.6, neither BANC ONE nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on BANC ONE.

Taxes and Tax Returns. (a) FSIC SLIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC SLIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service or any successor agency (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC SLIC or any of its Consolidated Subsidiaries for which FSIC SLIC does not have reserves that are adequate under GAAP. Neither FSIC SLIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC SLIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC SLIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC SLIC or any of its Consolidated Subsidiaries. Neither FSIC SLIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If SLIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material The federal, state and local income Tax Return Returns of FSIC or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authorityauthority for all years to and including 2001, and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Company or any of its Consolidated Subsidiaries for which FSIC Company does not have reserves that are adequate under GAAP. Neither FSIC Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Company and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Company or any of its Consolidated Subsidiaries. Neither FSIC Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed ) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) FSIC Each of Target and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Target and its Subsidiaries are not subject to examination or any Consolidated Subsidiary has been examined audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Target or any of its Consolidated Subsidiaries for which FSIC Target does not have reserves that are adequate under GAAP. Neither FSIC Target nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Target and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Target nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Target nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Target or any of its Consolidated Subsidiaries. Neither FSIC Target nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Target nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of Fifth Third and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other governmental charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on Fifth Third. The federal income Tax returns of Fifth Third and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS through 1990 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Fifth Third or any of its Consolidated Subsidiaries for which FSIC Fifth Third does not have adequate reserves that are adequate under maintained in accordance with GAAP. Neither FSIC Fifth Third nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Fifth Third and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Fifth Third nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. Except as would not have a Material Adverse Effect on Liberty, (a) FSIC and each of its Consolidated Subsidiaries Liberty has duly prepared and timely filed (taking into account any extension of time within which to file), or have had timely filed on its behalf, all applicable extensions) all material Tax Returns required to be filed by it on or and all such filed Tax Returns are true, complete and accurate in all respects, (b) Liberty has paid all Taxes that are required to be paid by it prior to the Closing Date or, with respect to Taxes not yet due and payable, has established in the financial statements of Liberty adequate reserves in accordance with U.S. GAAP for the payment of such Taxes, (c) all deficiencies asserted or assessed by a Taxing Authority against Liberty have been paid in full or are adequately reserved in the financial statements of Liberty in accordance with U.S. GAAP, (d) as of the date of this Agreement Agreement, there are not pending or, to the Knowledge of Liberty, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes and there are no currently effective waivers (all such or requests for waivers) of the time to assess any Taxes or Tax Returns being accurate deficiencies, (e) there are no Encumbrances for Taxes on any of the Assets of Liberty other than Permitted Encumbrances and complete those set forth on Section 6.9 of the Liberty Disclosure Schedule, (f) no power of attorney granted by Liberty with respect to Taxes is currently in all material respects)force, (g) Liberty has paid all material Taxes shown thereon as arising and has duly paid not been a “controlled corporation” or made provision for a “distributing corporation” in any distribution occurring during the payment of all material Taxes two-year period ending on the date hereof that have been incurred was purported or are due or claimed intended to be due from it governed by federalSection 355 of the Code, state, foreign or local taxing authorities other than Taxes that are (h) Liberty (y) is not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is not bound by any Tax sharing, allocation or indemnification agreement or arrangement (z) does not have any Liability for Taxes of any other Person (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years Liberty) pursuant to Treasury Regulation Section 1.1502-6 (or otherwise as part any similar provision of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a partany Tax Law), neither FSIC nor any of its Consolidated Subsidiaries as a transferee or successor, by contract or otherwise, and (i) Liberty has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has not participated in a any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations4.

Taxes and Tax Returns. (a) FSIC Raritan and each of its Consolidated Subsidiaries has Raritan Subsidiary have duly and timely filed (taking into account all applicable extensionsand until the Effective Time will so file) all material Tax Returns returns, declarations, reports, information returns and statements ("Returns") required to be filed by it on them in respect of any federal, state and local taxes (including withholding taxes, penalties or prior to the date of this Agreement (all such Tax Returns being accurate other payments required) and complete in all material respects), has paid all material Taxes shown thereon as arising and each has duly paid (and until the Effective Time will so pay) all such taxes due and payable, other than taxes or made provision other charges which are being contested in good faith (and disclosed to United in writing). Raritan and each Raritan Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or state and local taxing authorities other than Taxes that are taxes not yet delinquent or are being contested due and payable, but incurred in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return respect of FSIC Raritan or any Consolidated Raritan Subsidiary has through such date, which reserves are, to the knowledge of Raritan, adequate for such purposes. Except as set forth in the Raritan Disclosure Schedule, the federal income tax returns of Raritan and its Subsidiaries have been examined by the IRS Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. Except as set forth in the Raritan Disclosure Schedule, the applicable state income tax returns of Raritan and its Subsidiaries have been examined by the applicable authorities (or are closed to examination due to the expiration of the statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Raritan, there are no audits or other relevant taxing authority. There are no material administrative or court proceedings presently pending nor any other disputes pending, or written claims assertedasserted for, for Taxes taxes or assessments upon FSIC Raritan or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC Subsidiaries, nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Raritan or any of its Consolidated Subsidiaries. Neither FSIC nor Subsidiaries given any currently outstanding waivers or comparable consents regarding the application of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning statute of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC limitations with respect to any taxes or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsReturns.

Taxes and Tax Returns. (a) FSIC Each of HBI and each of its Consolidated the HBI Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of HBI and the HBI Subsidiaries. Neither HBI nor any of the HBI Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC HBI or any of its Consolidated the HBI Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where HBI or any of the HBI Subsidiaries has not filed Tax Returns such that HBI or any of the HBI Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, HBI or any of the HBI Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of HBI and the HBI Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of HBI or any of the HBI Subsidiaries. Neither FSIC HBI nor any of its Consolidated the HBI Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC HBI and its Consolidated the HBI Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Neither HBI nor any of its Consolidated the HBI Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was HBI, or (B) has any liability for the Taxes of any Person, other than HBI or any of the HBI Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither HBI nor any of the HBI Subsidiaries has been been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (be governed in whole or so much of Section 356 of the Code, as it relates to Section in part by Sections 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries HBI is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither HBI, nor any of the HBI Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS” ) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither HBI nor any of the HBI Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the U.S. Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). Within HBI has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of HBI and the past seven yearsHBI Subsidiaries relating to all taxable periods beginning on and after January 1, if FSIC 2017, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to HBI or the HBI Subsidiaries. Neither HBI, any of the HBI Subsidiaries nor FNB, as a successor to HBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of HBI or any of its Consolidated the HBI Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. Neither HBI nor any of the HBI Subsidiaries has participated in a “reportable transaction” within taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with Merger from qualifying for the applicable Intended Tax regulationsTreatment.

Taxes and Tax Returns. (a) FSIC Each of FCN and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of FCN's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of FCN, to have a Material Adverse Effect on FCN. The income tax returns of FCN and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1982, and either no material deficiencies were asserted as a result of such examination for which FCN does not have adequate reserves or other relevant taxing authorityall such deficiencies were satisfied. There To the best of FCN's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC FCN or any of its Consolidated Subsidiaries for which FSIC FCN does not have reserves adequate reserves, nor has FCN or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by FCN and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on FCN, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by FCN and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on FCN, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by FCN in its consolidated financial statements as of December 31, 1997, except where failure to do so would not have a Material Adverse Effect on FCN and (D) there are no Tax liens upon any property or assets of FCN or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwould not have a Material Adverse Effect on FCN. Neither FSIC FCN nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by FCN or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or is reasonably likely to have a Material Adverse Effect on FCN. Except as set forth in the financial statements described in Section 4.6, neither FCN nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on FCN.

Taxes and Tax Returns. (a) FSIC Each of FNB and each of its Consolidated the FNB Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of FNB and its Subsidiaries. Neither FNB nor any of the FNB Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes upon FNB or any of the FNB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of the FNB Subsidiaries has not filed Tax Returns such that FNB or any of the FNB Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments upon FSIC made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, FNB or any of its Consolidated Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that yet due and payable, upon any of the assets of FNB or any of its Subsidiaries. There are adequate under GAAPno Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of FNB or any of the FNB Subsidiaries. Neither FSIC FNB nor any of its Consolidated the FNB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC FNB and its Consolidated the FNB Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Neither FNB nor any of its Consolidated the FNB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of the FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of the FNB Subsidiaries has been been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (be governed in whole or so much of Section 356 of the Code, as it relates to Section in part by Sections 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries FNB is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of the FNB Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). Within FNB has made available to HBI complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the past seven yearstaxable periods beginning on and after January 1, if FSIC 2017, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Consolidated the FNB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has participated in a “reportable transaction” within taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with Merger from qualifying for the applicable Intended Tax regulationsTreatment.

Taxes and Tax Returns. (a) FSIC PIF and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC PIF or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC PIF or any of its Consolidated Subsidiaries for which FSIC PIF does not have reserves that are adequate under GAAP. Neither FSIC PIF nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC PIF and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC PIF nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC PIF or any of its Consolidated Subsidiaries. Neither FSIC PIF nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If PIF or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of FleetBoston and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPor (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on FleetBoston. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has FleetBoston and its Subsidiaries have been examined by the IRS Internal Revenue Service (the "IRS") for all years to and including 1997 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC FleetBoston or any of its Consolidated Subsidiaries for which FSIC FleetBoston does not have reserves that are adequate under GAAPreserves. Neither FSIC FleetBoston nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC FleetBoston and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC FleetBoston nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Code. No disallowance of a deduction under Section 355 162(m) of the Code (for employee remuneration of any amount paid or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed payable by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC FleetBoston or any of its Consolidated Subsidiaries. Neither FSIC nor Subsidiaries under any of its Consolidated Subsidiaries has participated contract, plan, program or arrangement or understanding would be reasonably likely to have, individually or in the aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on FleetBoston.

Taxes and Tax Returns. (a) FSIC Each of MBNA and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has MBNA and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 2000 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC MBNA or any of its Consolidated Subsidiaries for which FSIC MBNA does not have reserves that are adequate under GAAP. Neither FSIC MBNA nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC MBNA and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC MBNA nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC MBNA nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC MBNA or any of its Consolidated Subsidiaries. Neither FSIC MBNA nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC GBDC 3 and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC GBDC 3 or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GBDC 3 or any of its Consolidated Subsidiaries for which FSIC GBDC 3 does not have reserves that are adequate under GAAP. Neither FSIC GBDC 3 nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GBDC 3 and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC GBDC 3 nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GBDC 3 nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GBDC 3 or any of its Consolidated Subsidiaries. Neither FSIC GBDC 3 nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If GBDC 3 or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Vantage and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Vantage and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Vantage or any of its Consolidated Subsidiaries for which FSIC Vantage does not have reserves that are adequate under GAAP. Neither FSIC Vantage nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Vantage and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Vantage nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Vantage nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Vantage or any of its Consolidated Subsidiaries. Neither FSIC Vantage nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Vantage nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsVantage Merger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of GCBS and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, faith or have not been finally determined and have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on GCBS. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has GCBS and its Subsidiaries to the knowledge of GCBS have not been examined by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written to the knowledge of GCBS, claims asserted, for Taxes or assessments upon FSIC GCBS or any of its Consolidated Subsidiaries for which FSIC GCBS does not have reserves that are adequate under GAAP. Neither FSIC GCBS nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GCBS and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC GCBS nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC EVBS has made available to FCB copies of the federal, state and local income tax returns of EVBS and the EVBS Subsidiaries for the years 2006, 2007 and 2008 and all schedules and exhibits thereto, and such returns have not been examined by the Internal Revenue Service or any other taxing authority. Except as reflected in EVBS Schedule 4.11, EVBS and each of its Consolidated the EVBS Subsidiaries has duly and timely filed (taking into account all applicable extensionsor obtained extensions to file) in correct form in all material Tax Returns respects all federal, state and local information returns and tax returns required to be filed by it on or prior to the date hereof, and EVBS and each of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and the EVBS Subsidiaries has duly paid or made provision adequate provisions for the payment of all material Taxes that have been incurred or taxes and other governmental charges which are due or claimed owed by it to be due from it by any federal, state, foreign state or local taxing authorities authorities, whether or not reflected in such returns (including, without limitation, those owed in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of EVBS and each of the EVBS Subsidiaries), other than Taxes that taxes and other charges which (i) are not yet delinquent or are being contested in good faith, faith or (ii) have not been finally determined determined. The amounts set forth as liabilities for taxes on the Financial Statements of EVBS, and the Call Reports of EVBS, are sufficient, in the aggregate, for the payment of all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the periods then ended, and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAPcomputed in accordance with generally accepted accounting principles. Neither FSIC EVBS nor any of its Consolidated the EVBS Subsidiaries is responsible for the taxes of any other Person under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law. Neither EVBS nor any of the EVBS Subsidiaries is a party to or is bound by any Tax sharing, tax allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationstax sharing agreement.

Taxes and Tax Returns. (a) FSIC and each of its Consolidated Subsidiaries Piedmont has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Piedmont is not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries Piedmont for which FSIC Piedmont does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries Piedmont is not a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Piedmont and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC nor any of its Consolidated Subsidiaries Piedmont has not been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries Piedmont is not required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated SubsidiariesPiedmont. Neither FSIC nor any of its Consolidated Subsidiaries Piedmont has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has not participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Piedmont has not taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsPiedmont Merger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of FNB and each of its Consolidated the FNB Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of FNB and its Subsidiaries. Neither FNB nor any of the FNB Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes upon FNB or any of the FNB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of the FNB Subsidiaries has not filed Tax Returns such that FNB or any of the FNB Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments upon FSIC made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, FNB or any of its Consolidated Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that yet due and payable, upon any of the assets of FNB or any of its Subsidiaries. There are adequate under GAAPno Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of FNB or any of the FNB Subsidiaries. Neither FSIC FNB nor any of its Consolidated the FNB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC FNB and its Consolidated the FNB Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Neither FNB nor any of its Consolidated the FNB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of the FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of the FNB Subsidiaries has been been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (be governed in whole or so much of Section 356 of the Code, as it relates to Section in part by Sections 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries FNB is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of the FNB Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). Within FNB has made available to YDKN complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the past seven yearstaxable periods beginning on and after January 1, if FSIC 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Consolidated the FNB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has participated in a “reportable transaction” within taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with Merger from qualifying for the applicable Intended Tax regulationsTreatment.

Taxes and Tax Returns. (a) FSIC and Except as set forth on Section 4.5 of the Buyer Disclosure Schedule, each of Buyer and its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Buyer and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Buyer or any of its Consolidated Subsidiaries for which FSIC Buyer does not have reserves that are adequate under GAAP. Neither FSIC Buyer nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Buyer, Piedmont Community Bank Holdings, Inc. and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Buyer nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Buyer nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Buyer or any of its Consolidated Subsidiaries. Neither FSIC Buyer nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Buyer nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of MBI and each of its Consolidated the MBI Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all income and other material Tax Returns (as defined in subsection (c) below) required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of MBI and the MBI Subsidiaries. Neither MBI nor any of the MBI Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC MBI or any of its Consolidated the MBI Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where MBI or any of the MBI Subsidiaries has not filed Tax Returns such that MBI or any of the MBI Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, MBI or any of the MBI Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of MBI and the MBI Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of MBI or any of the MBI Subsidiaries. Neither FSIC MBI nor any of its Consolidated the MBI Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC MBI and its Consolidated the MBI Subsidiaries). Within Neither MBI nor any of the MBI Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was MBI, or (B) has any liability for the Taxes of any Person, other than MBI or any of the MBI Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither MBI nor any of the MBI Subsidiaries has been, within the past five two years (or otherwise as part of a “plan (plan” or series of related transactions)” , within the meaning of Section 355(e) of the Code Code, of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any No MBI Common Shares are owned by a Subsidiary of its Consolidated Subsidiaries MBI. MBI is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither MBI, nor any of the MBI Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither MBI nor any of the MBI Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). Within MBI has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of MBI and the past seven yearsMBI Subsidiaries relating to all taxable periods beginning on and after January 1, if FSIC 2011, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to MBI or the MBI Subsidiaries. Neither MBI, any of the MBI Subsidiaries nor FNB, as a successor to MBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of MBI or any of its Consolidated the MBI Subsidiaries has participated for periods or portions of periods described in a “reportable transaction” within Treasury Regulations under Section 1502 of the meaning Code, or any corresponding or similar provision of Treasury Regulation Section 1.6011-4(b)state, such entity has properly disclosed such transaction in accordance with local or foreign Law, for periods or portions thereof ending on or before the applicable Tax regulationsClosing Date.

Taxes and Tax Returns. (a) FSIC GSBD and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC GSBD or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GSBD or any of its Consolidated Subsidiaries for which FSIC GSBD does not have reserves that are adequate under GAAP. Neither FSIC GSBD nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GSBD and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC GSBD nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GSBD nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GSBD or any of its Consolidated Subsidiaries. Neither FSIC GSBD nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If GSBD or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Seller and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Seller and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Seller or any of its Consolidated Subsidiaries for which FSIC Seller does not have reserves that are adequate under GAAP. Neither FSIC Seller nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Seller and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Seller nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Seller nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Seller or any of its Consolidated Subsidiaries. Neither FSIC Seller nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Seller nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC GBDC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC GBDC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GBDC or any of its Consolidated Subsidiaries for which FSIC GBDC does not have reserves that are adequate under GAAP. Neither FSIC GBDC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GBDC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is Mergers are also a part), neither FSIC GBDC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GBDC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GBDC or any of its Consolidated Subsidiaries. Neither FSIC GBDC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If GBDC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Pinnacle and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of Pinnacle's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that (as defined in Section 3.10(b)) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of Pinnacle, to have a Material Adverse Effect on Pinnacle. The income tax returns of Pinnacle and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1993, and either no material deficiencies were asserted as a result of such examination for which Pinnacle does not have adequate reserves or other relevant taxing authorityall such deficiencies were satisfied. There To the best of Pinnacle's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Pinnacle or any of its Consolidated Subsidiaries for which FSIC Pinnacle does not have reserves adequate reserves, nor has Pinnacle or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by Pinnacle and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Pinnacle, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by Pinnacle and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Pinnacle, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by Pinnacle in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on Pinnacle and (D) there are no Tax liens upon any property or assets of Pinnacle or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwould not have a Material Adverse Effect on Pinnacle. Neither FSIC Pinnacle nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by Pinnacle or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or is reasonably likely to have a Material Adverse Effect on Pinnacle. Except as set forth in the financial statements described in Section 3.6, neither Pinnacle nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on Pinnacle.

Taxes and Tax Returns. (a) FSIC Each of Seller and each of its Consolidated the Subsidiaries has duly and timely filed (taking into account all applicable extensionsand until the Effective Time will so file) all material Tax Returns returns, declarations, reports, information returns and statements (“Returns”) required to be filed or sent by it on or prior with respect to the date them in respect of this Agreement any Taxes (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising hereinafter defined) and has duly paid (and until the Effective Time will so pay) all Taxes due and payable other than Taxes or made provision other charges which (i) are being contested in good faith (and are set forth on Seller Disclosure Schedule 3.7(a)) and (ii) have not finally been determined. Seller and Seller Sub have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all material Taxes that not yet due and payable, whether or not disputed or accrued, as applicable. Except as set forth in Seller Disclosure Schedule 3.7(a), (i) the federal income tax returns of Seller and the Subsidiaries have not been incurred examined by the Internal Revenue Service (the “IRS”) (or are closed to examination due or claimed to be due from it by federalthe expiration of the applicable statute of limitations), stateand (ii) the Mississippi franchise tax returns of Seller and the Subsidiaries, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faithas applicable, respectively, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by applicable authorities (or are closed to examination due to the IRS expiration of the statute of limitations), and in the case of both (i) and (ii) no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. All Returns filed (and until the Effective Time to be filed) are or other relevant taxing authoritywill be, as applicable, complete and accurate in all respects. There are no material audits or other administrative or court proceedings presently pending nor any other disputes pending, or written claims assertedasserted in writing for, for Taxes or assessments upon FSIC Seller or any of its Consolidated Subsidiaries for which FSIC does not have reserves the Subsidiaries, and no taxing authority has given written notice of the commencement of any audit, examination or deficiency action or made a claim in writing that are adequate under GAAP. Neither FSIC nor Seller or any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include file a Return in income any adjustment pursuant to Section 481(a) such taxing authority’s jurisdiction. There is no currently outstanding waiver, extension or comparable consents regarding the application of the Code, no such adjustment has been proposed by the IRS and no pending request for permission statute of limitations with respect to change any accounting method has been submitted by FSIC Taxes or Returns with respect to Seller or any of its Consolidated the Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of FNB and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined and have been adequately reserved against under GAAPdetermined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on FNB. No material Tax Return return or report of FSIC FNB or any Consolidated Subsidiary its Subsidiaries has been examined subjected to audit or examination by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authoritythe North Carolina Department of Revenue in the last five years and neither FNB nor any of its Subsidiaries has received any indication of a pending audit or examination in connection with any Tax return or report and, to the best of FNB’s knowledge, no such return or report is subject to adjustment. There Neither FNB nor any of its Subsidiaries has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report, or the assessment or collection of any tax. To the best of FNB’s knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC FNB or any of its Consolidated Subsidiaries for which FSIC FNB does not have reserves adequate reserves. In addition, (A) proper and accurate amounts have been withheld by FNB and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on FNB, (B) federal, state and local returns which are accurate and complete in all material respects have been filed by FNB and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on FNB, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by FNB in its consolidated financial statements, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on FNB and (D) there are no Tax liens upon any property or assets of FNB or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwill not have, either individually or in the aggregate, a Material Adverse Effect on FNB. Neither FSIC FNB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by FNB or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or will have, either individually or in the aggregate, a Material Adverse Effect on FNB. Except as set forth in the financial statements described in Section 4.6, neither FNB nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by which will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on FNB.

Taxes and Tax Returns. (a) FSIC Each of Target and each of its Consolidated Subsidiaries has (i) duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns being true, accurate and complete in all material respects), (ii) has timely paid all material Taxes (whether or not shown thereon as arising and on Tax Returns) or has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Target and its Subsidiaries are not currently subject to examination or any Consolidated Subsidiary has been examined audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Target or any of its Consolidated Subsidiaries for which FSIC Target does not have reserves that are adequate under GAAP. Neither FSIC Target nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Target and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Target nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Target nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Target or any of its Consolidated Subsidiaries. Neither FSIC Target nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Target nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Such Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC such Company or any of its Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC such Company or any of its Consolidated Subsidiaries for which FSIC such Company does not have reserves that are adequate under GAAP. Neither FSIC such Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC such Company and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC such Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC such Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC such Company or any of its Consolidated Subsidiaries. Neither FSIC such Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b)(2). Within the past seven years, if FSIC such Company or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of GBC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has GBC and its Subsidiaries have never been examined by the IRS or other relevant taxing authorityInternal Revenue Service (the “IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GBC or any of its Consolidated Subsidiaries for which FSIC GBC does not have reserves that are adequate under GAAP. Neither FSIC GBC nor any of its Consolidated Subsidiaries is a party to or is bound by any extension, waiver of statute of limitations, consent, Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GBC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC GBC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GBC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GBC or any of its Consolidated Subsidiaries. Neither FSIC GBC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC II and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC II or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC II or any of its Consolidated Subsidiaries for which FSIC II does not have reserves that are adequate under GAAP. Neither FSIC II nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC II and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC II nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC II nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC II or any of its Consolidated Subsidiaries. Neither FSIC II nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC II or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Buyer and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it on or prior to the date of this Agreement (it, and all such Tax Returns being accurate are true and complete in all material respects. Neither Buyer nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the Ordinary Course), . All material Taxes of Buyer and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of Buyer and its Subsidiaries has withheld and paid all material Taxes shown thereon as arising required to have been withheld and has duly paid in connection with amounts paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed owing to be due from it by federalany employee, statecreditor, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faithshareholder, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS independent contractor or other relevant taxing authoritythird party. The accrual for Taxes on the most recent balance sheet of Buyer would be adequate to pay all Tax liabilities of Buyer and its Subsidiaries if its current tax year were treated as ending on the Closing Date. There are no material disputes pending, or written claims asserted, for liens with respect to Taxes or assessments upon FSIC any asset of Buyer or any of its Consolidated Subsidiaries other than liens for which FSIC does Taxes not have reserves that are adequate under GAAPyet due and payable. Neither FSIC Buyer nor any of its Consolidated Subsidiaries is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law by reason of any change in any accounting methods, and will not be required to make such an adjustment as a result of the transactions contemplated by this Agreement, and there is no application pending with any governmental authority requesting permission for any changes in any of accounting methods of the Buyer or any of its Subsidiaries for Tax purposes. Neither Buyer nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Buyer and its Subsidiaries or the assets of Buyer and its Subsidiaries. Neither Buyer nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement arrangement. Neither Buyer nor any of its Subsidiaries (i) has been a member of an affiliated group filing a (other than such either an agreement or arrangement exclusively between or among FSIC Buyer and its Consolidated Subsidiaries or a commercial Tax indemnity in a contract the primary purpose of which is not Taxes) consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Buyer) or (ii) has any liability for the Taxes of any person (other than Buyer or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Within Neither Buyer nor any of its Subsidiaries has been, within the past five two (2) years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock which qualified or was intended intending to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Buyer nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity 4(b)(1) or any “tax shelter” within the meaning of Section 6662 of the Code. At no time during the time period specified in Section 897(c)(1)(A)(ii) of the Code has properly disclosed such transaction in accordance with Buyer been a United States real property holding corporation within the applicable Tax regulationsmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) FSIC Each of the Company and each of its Consolidated Subsidiaries has duly and timely filed, or has caused to be timely filed on its behalf (taking into account all applicable extensions) any extension of time within which to file), all material Tax Returns (as hereinafter defined) required to be filed, and all such filed Tax Returns are true, correct and complete in all material respects. Each of the Company and its Subsidiaries has timely paid, or has had paid on its behalf, all material Taxes required to be paid by it on or it. The Company has made adequate provision, in accordance with GAAP, in the consolidated financial statements included in the Company SEC Reports filed prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes for which the Company or any of its Subsidiaries may be liable for the periods covered thereby. No deficiency with respect to material Taxes has been asserted or assessed in writing against the Company or any of its Subsidiaries that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have has not been finally determined and have been fully paid or adequately reserved against under (in accordance with GAAP) in the Company SEC Reports filed prior to the date of this Agreement. No material Tax Return audits or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes of FSIC the Company or any Consolidated Subsidiary of its Subsidiaries, and no written notice thereof has been examined by received. The Company and each of its Subsidiaries has withheld from all payments to employees, independent contractors, creditors, shareholders and any other persons (and timely paid to the IRS or other relevant taxing authorityappropriate Governmental Entity) all material amounts required to be withheld with respect to such payments in compliance with all applicable laws. There are no material disputes pending, or written claims asserted, Liens for Taxes or assessments upon FSIC the assets of the Company or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharingSubsidiaries, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Liens for Taxes not yet due and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationspayable.

Taxes and Tax Returns. (a) FSIC BCIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement Signing Date (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC BCIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims assertedasserted by any taxing authority, for Taxes or assessments upon FSIC BCIC or any of its Consolidated Subsidiaries for which FSIC BCIC does not have reserves that are adequate under GAAP. Neither FSIC BCIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC BCIC and its Consolidated SubsidiariesSubsidiaries or customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is would also be a part), neither FSIC BCIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC BCIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted to the IRS by FSIC BCIC or any of its Consolidated Subsidiaries. Neither FSIC BCIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC BCIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Mercantile and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes and other governmental charges that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges that are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on Mercantile. The federal and material state income tax returns of Mercantile and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other the relevant state taxing authorityauthorities, as the case may be, through 1994 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination has been reserved against in accordance with GAAP. There To the best of Mercantile's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Mercantile or any of its Consolidated Subsidiaries for which FSIC does Mercantile has not established reserves in accordance with GAAP. In addition, (A) proper and accurate amounts have reserves been withheld by Mercantile and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Mercantile, (B) federal, state and local returns that are adequate under accurate and complete in all material respects have been filed by Mercantile and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Mercantile, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or provision therefor has been included by Mercantile in its consolidated financial statements in accordance with GAAP, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on Mercantile and (D) there are no Tax liens upon any property or assets of Mercantile or its Subsidiaries except liens for current Taxes not yet due or liens that will not have, either individually or in the aggregate, a Material Adverse Effect on Mercantile. Neither FSIC Mercantile nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in- clude in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by Mercantile or any of its Subsidiaries, and the IRS has not initiated or proposed in writing any such adjustment or change in accounting method, in either case, that has had or will have, either individually or in the aggregate, a Material Adverse Effect on Mercantile. Except as set forth in the financial statements described in Section 4.6 (including the related notes, where applicable), neither Mercantile nor any of its Subsidiaries has entered into a transaction that is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by that will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on Mercantile.

Taxes and Tax Returns. (a) FSIC TCPC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement Signing Date (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC TCPC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims assertedasserted by any taxing authority, for Taxes or assessments upon FSIC TCPC or any of its Consolidated Subsidiaries for which FSIC TCPC does not have reserves that are adequate under GAAP. Neither FSIC TCPC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC TCPC and its Consolidated SubsidiariesSubsidiaries or customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). Within the past five years (or otherwise as part of a “plan (or series TABLE OF CONTENTS of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is would also be a part), neither FSIC TCPC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC TCPC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted to the IRS by FSIC TCPC or any of its Consolidated Subsidiaries. Neither FSIC TCPC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC TCPC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC GBDC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC GBDC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GBDC or any of its Consolidated Subsidiaries for which FSIC GBDC does not have reserves that are adequate under GAAP. Neither FSIC GBDC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GBDC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC GBDC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GBDC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GBDC or any of its Consolidated Subsidiaries. Neither FSIC GBDC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If GBDC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Bancorp and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns federal, state and, to the best of Bancorp's knowledge, material local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign county or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges (1) that are not yet delinquent or are being contested in good faith, faith and (2) have not been finally determined determined. The income tax returns of Bancorp and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the "IRS") and any liability with respect thereto has been satisfied for all years to and including 1985, and no material deficiencies were asserted as a result of such examination or other relevant taxing authorityall such deficiencies were satisfied. There To the best of Bancorp's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Bancorp or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC Subsidiaries, nor has Bancorp or any of its Consolidated Subsidiaries been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by Bancorp and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Bancorp, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by Bancorp and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on Bancorp, (iii) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by Bancorp in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on Bancorp and (iv) there are no Tax liens upon any property or assets of the Bancorp or its Subsidiaries except liens for current taxes not yet due. To the knowledge of Bancorp, no property of Bancorp or any of its Subsidiaries is a party property that Bancorp or any of its Subsidiaries is or will be required to treat as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986) or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” "tax-exempt use property" within the meaning of Section 355(e169(h) of the Code of which the Merger is also a part), neither FSIC Code. Neither Bancorp nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by Bancorp or any of its Subsidiaries, and the Internal Revenue Service has not initiated or proposed any such adjustment or change in accounting method. Except as set forth in the financial statements described in Section 4.6 hereof, neither Bancorp nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on Bancorp.

Taxes and Tax Returns. (a) FSIC Each of Parent and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material For taxable years ending on or after December 31, 2003, no Tax Return of FSIC Parent or any its Consolidated Subsidiary Subsidiaries has been examined by the IRS or other relevant taxing authorityauthority except where such examination has not, and would not reasonably be expected to, give rise to liabilities in excess of $25,000 or as set forth on Section 4.12(a) of the Parent Disclosure Schedule and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Parent or any of its Consolidated Subsidiaries for which FSIC Parent does not have reserves that are adequate under GAAP. Neither FSIC Parent nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Parent and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Parent nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Parent nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Parent or any of its Consolidated Subsidiaries. Neither FSIC Parent nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If Parent or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC The Acquiror and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising arising, or required to be shown thereon, and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC the Acquiror or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC the Acquiror or any of its Consolidated Subsidiaries for which FSIC the Acquiror does not have reserves that are adequate under GAAP. Neither FSIC the Acquiror nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC the Acquiror and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC the Acquiror nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC the Acquiror nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC the Acquiror or any of its Consolidated Subsidiaries. Neither FSIC the Acquiror nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within If the past seven years, if FSIC Acquiror or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of CBI and each of its Consolidated Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all material Tax Returns as defined in subsection (c) below required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities a Governmental Entity other than Taxes that are not yet delinquent or (i) are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under GAAPin accordance with GAAP on CBI’s most recent consolidated financial statements. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of CBI and its Subsidiaries. Neither CBI nor any of its Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There Except as set forth in Section 3.10 of the CBI Disclosure Schedule, there are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of an intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC CBI or any of its Consolidated Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where CBI or any of its Subsidiaries have not filed Tax Returns such that CBI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, CBI or any of its Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of CBI and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of CBI or any of its Subsidiaries. Neither FSIC CBI nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC CBI and its Consolidated Subsidiaries). Within Neither CBI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was CBI, or (B) has any liability for the Taxes of any Person, other than CBI or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign law, or as a transferee or successor, by contract or otherwise. Neither CBI nor any of its Subsidiaries has been, within the past five two years (or otherwise as part of a “plan (plan” or series of related transactions)” , within the meaning of Section 355(e) of the Code Code, of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been or a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include Except as set forth in income any adjustment pursuant to Section 481(a3.2(a) of the CodeCBI Disclosure Schedule, no such adjustment share of CBI Common Stock is owned by a Subsidiary of CBI. CBI is not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding company” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither CBI, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable law, which rulings or agreements would have a continuing effect after the Effective Time. Neither CBI nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). Within FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of CBI and its Subsidiaries relating to the past seven yearstaxable periods beginning January 1, if FSIC 2009 or later and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to CBI or its Subsidiaries. Neither CBI, any of its Subsidiaries nor FNB, as a successor to CBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of CBI or any of its Consolidated Subsidiaries has participated for periods or portions of periods described in a “reportable transaction” within Treasury Regulations under Section 1502 of the meaning Code, or any corresponding or similar provision of Treasury Regulation Section 1.6011-4(b)state, such entity has properly disclosed such transaction in accordance with local or foreign law, for periods or portions thereof ending on or before the applicable Tax regulationsClosing Date.

Taxes and Tax Returns. (a) FSIC Each of FNB and each of its Consolidated Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all material Tax Returns required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC FNB or any of its Consolidated Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of its Subsidiaries has not filed Tax Returns such that FNB or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, FNB or any of its Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of FNB or any of its Subsidiaries. Neither FSIC Except as set forth on Section 4.10 of the FNB Disclosure Schedule, neither FNB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC FNB and its Consolidated Subsidiaries). Within Neither FNB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither FNB nor any of its Subsidiaries has been, within the past five two years (or otherwise as part of a “plan (or series of related transactions)” ”, within the meaning of Section 355(e) of the Code Code, of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been or a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any No share of its Consolidated Subsidiaries FNB Common Stock is required to include in income any adjustment pursuant to Section 481(a) owned by a Subsidiary of the Code, no such adjustment FNB. FNB is not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. §1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). Within PVFC has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the past seven yearstaxable periods beginning on and after January 1, if FSIC 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of FNB or any of its Consolidated Subsidiaries has participated for periods or portions of periods described in a “reportable transaction” within Treasury Regulations under Section 1502 of the meaning Code, or any corresponding or similar provision of Treasury Regulation Section 1.6011-4(b)state, such entity has properly disclosed such transaction in accordance with local or foreign Law, for periods, or portions thereof, ending on or before the applicable Tax regulationsClosing Date.

Taxes and Tax Returns. (a) FSIC Miramar and each Miramar Subsidiary has filed in a timely manner all necessary Tax returns, elections, designations, forms and notices and all such returns, elections, designations, forms and notices are true complete and correct in all material respects. Miramar and each of its Consolidated Subsidiaries has duly and timely filed (taking into account paid all applicable extensions) Taxes for all material Tax Returns required to be filed by it on or periods prior to the date hereof to the extent that such Taxes have become due or have been alleged to be due and none of this Agreement Miramar or any Miramar Subsidiary is aware of any Tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to result in any material adverse change in the condition (all such Tax Returns being accurate and complete in all material respectsfinancial or otherwise), has paid all material Taxes shown thereon as arising and has duly paid or made provision in the earnings, business, affairs or prospects of Miramar or any Miramar Subsidiary. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax return by any of them or the payment of all any material Taxes that have been incurred Tax, governmental charge, penalty, interest or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved fine against under GAAP. No material Tax Return any of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authoritythem. There are no material disputes pendingactions, suits, proceedings, investigations or written claims asserted, for Taxes now threatened or assessments upon FSIC pending against Miramar or any Miramar Subsidiary which could result in a material liability in respect of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate Taxes, charges or levies of any Governmental Entity, penalties, interest, fines, assessments or reassessments or any matters under GAAP. Neither FSIC nor discussion with any of its Consolidated Subsidiaries is a party Governmental Entity relating to Taxes, governmental charges, penalties, interest, fines, assessments or is bound reassessments asserted by any such authority. Miramar and each Miramar Subsidiary has withheld (where applicable) from each payment to any non-resident of Canada and each of the present and former officers, directors, employees and consultants thereof the amount of all Taxes and other amounts, including, but not limited to, income Tax sharingand other deductions, allocation required to be withheld therefrom, and has paid the same or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within will pay the past five years (or otherwise as part of a “plan (or series of related transactions)” same when due to the proper Governmental Entity within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify time required under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationslegislation.

Taxes and Tax Returns. (a) FSIC Each of Sky and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld all material Taxes that have been incurred or are due and payable or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and have been adequately reserved against under GAAPin accordance with GAAP on Sky’s most recent consolidated financial statements. No material Neither Sky nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax Return that remains in effect. The federal income Tax Returns of FSIC or any Consolidated Subsidiary has Sky and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 2004. All assessments for Taxes of Sky or other relevant taxing authorityany of its Subsidiaries due with respect to completed and settled examinations or any concluded litigation have been fully paid. There are no material disputes disputes, audits, examinations or proceedings pending, or written claims asserted, for material Taxes or assessments upon FSIC Sky or any of its Consolidated Subsidiaries Subsidiaries. There are no liens for which FSIC does Taxes (other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable) upon any of the assets of Sky or any of its Subsidiaries. Neither FSIC Sky nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Sky and its Consolidated Subsidiaries). Within Neither Sky nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Sky) or (B) has any liability for the Taxes of any person (other than Sky or any of its Subsidiaries) under Treasury Regulation Section 1.1502 -6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither Sky nor any of its Subsidiaries has been, within the past five two years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Sky nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission a party to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b1.6011 -4(b)(1), such entity . No share of Sky Common Stock is owned by a Subsidiary of Sky. Sky is not and has properly disclosed such transaction in accordance with not been a “United States real property holding company” within the meaning of Section 897(c)(2) of the Code during the applicable Tax regulationsperiod specified in Section 897(c)(1)(A)(ii) of the Code.

Taxes and Tax Returns. (a) FSIC and each Except as set forth at Section 3.11(a) of its Consolidated Subsidiaries has duly and timely filed the First Xxxxxxx Disclosure Schedules, (taking into account all applicable extensionsi) all material Tax Returns required to be filed by it or on behalf of First Xxxxxxx or prior any other member of the First Xxxxxxx Group have been timely filed or requests for extensions have been timely filed and any such extension shall have been granted and not have expired; (ii) all Taxes required to the date of this Agreement (all be shown on such Tax Returns being accurate and complete have been paid in all material respects)full, or First Xxxxxxx has paid all material Taxes shown thereon as arising and has duly paid or made adequate provision for the payment such Taxes in accordance with GAAP; (iii) there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to any Taxes of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC First Xxxxxxx or any of its Consolidated the First Xxxxxxx Subsidiaries, and no claim has been made by any Taxing Authority in a jurisdiction where First Xxxxxxx or any of the First Xxxxxxx Subsidiaries for which FSIC does not have reserves file Tax Returns that First Xxxxxxx or any such Subsidiary is subject to Tax in that jurisdiction; (iv) there are adequate under GAAP. Neither FSIC nor no liens for Taxes on any of its Consolidated Subsidiaries is a party to the assets of First Xxxxxxx or is bound by any Tax sharingof the First Xxxxxxx Subsidiaries, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC liens for Taxes not yet due and its Consolidated Subsidiaries). Within the past five years payable; (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(ev) First Xxxxxxx and each of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated First Xxxxxxx Subsidiaries has withheld and paid all Taxes required to have been a “distributing corporation” withheld and paid in connection with amounts paid or a “controlled corporation” in a distribution owing to any employee, independent contractor, creditor, shareholder or other third party, and First Xxxxxxx and each of stock which qualified or was intended to qualify the First Xxxxxxx Subsidiaries has timely complied with all applicable information reporting requirements under Section 355(a) Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements; (vi) First Xxxxxxx has made available to which Section 355 Tower copies of Tax Returns filed with respect to the Code taxable periods of First Xxxxxxx ended on or after December 31, 2002; and (or so much of Section 356 of the Code, as it relates to Section 355 of the Codevii) applied or was intended to apply. Neither FSIC neither First Xxxxxxx nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated First Xxxxxxx Subsidiaries has entered into or otherwise participated in a “listed transaction” within the meaning of Treasury Regulation Section Treas. Reg. § 1.6011-4(b)(2). Within the past seven years, if FSIC ) or any of its Consolidated Subsidiaries has participated in a other “reportable transaction” within the meaning of Treasury Regulation Section Treas. Reg. § 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of CAVB and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, faith or have not been finally determined and have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on CAVB. No material As of the date of this Agreement, the IRS is examining the 2003 combined return of CAVB and its Subsidiaries. Other than such ongoing examination, the federal income Tax Return returns of FSIC or any Consolidated Subsidiary has CAVB and its Subsidiaries, to the knowledge of CAVB, have not been examined by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written to the knowledge of CAVB, claims asserted, for Taxes or assessments upon FSIC CAVB or any of its Consolidated Subsidiaries for which FSIC CAVB does not have reserves that are adequate under GAAPreserves. Neither FSIC CAVB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC CAVB and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC CAVB nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of BCSB and each of its Consolidated the BCSB Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all material Tax Returns (as defined in subsection (c) below) required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of BCSB and the BCSB Subsidiaries. Neither BCSB nor any of the BCSB Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC BCSB or any of its Consolidated the BCSB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where BCSB or any of the BCSB Subsidiaries has not filed Tax Returns such that BCSB or any of the BCSB Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, BCSB or any of the BCSB Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of BCSB and the BCSB Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of BCSB or any of the BCSB Subsidiaries. Neither FSIC BCSB nor any of its Consolidated the BCSB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC BCSB and its Consolidated the BCSB Subsidiaries). Within Neither BCSB nor any of the BCSB Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was BCSB, or (B) has any liability for the Taxes of any Person, other than BCSB or any of the BCSB Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither BCSB nor any of the BCSB Subsidiaries has been, within the past five two years (or otherwise as part of a “plan (plan” or series of related transactions)” , within the meaning of Section 355(e) of the Code Code, of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been or a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock which qualified or was intended to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any No shares of its Consolidated Subsidiaries BCSB Common Stock are owned by a Subsidiary of BCSB except for shares of BCSB Common Stock owned by trusts established in connection with BCSB Benefit Plans and by Baltimore County Savings Bank Foundation, Inc. BCSB is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither BCSB, nor any of the BCSB Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither BCSB nor any of the BCSB Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). Within FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of BCSB and the past seven yearsBCSB Subsidiaries relating to all taxable periods beginning on and after October 1, if FSIC 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to BCSB or the BCSB Subsidiaries. Neither BCSB, any of the BCSB Subsidiaries nor FNB, as a successor to BCSB, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of BCSB or any of its Consolidated the BCSB Subsidiaries has participated for periods or portions of periods described in a “reportable transaction” within Treasury Regulations under Section 1502 of the meaning Code, or any corresponding or similar provision of Treasury Regulation Section 1.6011-4(b)state, such entity has properly disclosed such transaction in accordance with local or foreign Law, for periods or portions thereof ending on or before the applicable Tax regulationsClosing Date.

Taxes and Tax Returns. (a) FSIC Each of Bank of America and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Bank of America. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has Bank of America and its Subsidiaries have been examined by the IRS for all years to and including 1999 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Bank of America or any of its Consolidated Subsidiaries for which FSIC Bank of America does not have reserves that are adequate under GAAPreserves. Neither FSIC Bank of America nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Bank of America and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Bank of America nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Code. No disallowance of a deduction under Section 355 162(m) of the Code (for employee remuneration of any amount paid or so much payable by Bank of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC America or any of its Consolidated Subsidiaries. Neither FSIC nor Subsidiaries under any contract, plan, program or arrangement or understanding would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Bank of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsAmerica.

Taxes and Tax Returns. (ai) FSIC Each of Seller and each of its Consolidated Subsidiaries the Seller Bank has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be have been filed by it on or prior to the date of this Agreement hereof (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that which have been incurred or are due or claimed to be due from it by federal, state, foreign any taxing authority on or local taxing authorities prior to the date of this Agreement other than (a) Taxes that which are not yet delinquent or are being contested in good faith, faith and have not been finally determined and are listed in Section 3.10 of the Seller Disclosure Schedule, or (b) Tax Returns or Taxes as to which the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on Seller. There is no audit examination, deficiency assessment, tax investigation or refund litigation with respect to Taxes of Seller or the Seller Bank, and no claim has been made by any authority in a jurisdiction where Seller or the Seller Bank does not file Tax Returns that Seller or the Seller Bank is subject to taxation in such jurisdiction. Neither Seller nor the Seller Bank has executed an extension or waiver of any statute of limitations on the assessment or collection of any material Tax that is currently in effect. Each of Seller and the Seller Bank has withheld and paid all Taxes required to have been adequately reserved against under GAAP. No material Tax Return of FSIC withheld in connection with amounts paid or owing to any Consolidated Subsidiary has been examined by the IRS employee, independent contractor, creditor, stockholder or other relevant taxing authority. There are no material disputes pendingthird party, and each of Seller and the Seller Bank has timely complied with all applicable information reporting requirements under Part III, Subchapter A or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 Chapter 61 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the similar applicable Tax regulationsstate and local information reporting requirements.

Taxes and Tax Returns. (a) FSIC Xxxxxxx Sachs Middle Market Lending LLC (“MMLC LLC”) was formed on June 13, 2016. Effective January 30, 2017, MMLC LLC converted from a Delaware limited liability company to a Delaware corporation named Xxxxxxx Xxxxx Middle Market Lending Corp., which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC. Each of MMLC LLC, MMLC and each of its their respective Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC MMLC LLC, MMLC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC MMLC LLC, MMLC or any of its Consolidated Subsidiaries for which FSIC MMLC does not have reserves that are adequate under GAAP. Neither FSIC MMLC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC MMLC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC MMLC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC MMLC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC MMLC or any of its Consolidated Subsidiaries. Neither FSIC MMLC LLC, MMLC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven yearsIf MMLC LLC, if FSIC MMLC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC GCIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC GCIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC GCIC or any of its Consolidated Subsidiaries for which FSIC GCIC does not have reserves that are adequate under GAAP. Neither FSIC GCIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC GCIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC GCIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC GCIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC GCIC or any of its Consolidated Subsidiaries. Neither FSIC GCIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If GCIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of YDKN and each of its Consolidated the YDKN Subsidiaries has duly and timely filed (taking into account filed, including all applicable extensions) , all income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement (Agreement, all such Tax Returns being accurate and complete in all material respects), has timely paid or withheld and timely remitted all material Taxes shown thereon as arising and has duly and timely paid or made provision for the payment of withheld and timely remitted all material Taxes Taxes, whether or not shown on any Tax Return, that have been incurred or are due and payable or claimed to be due from it by federala Governmental Entity, state, foreign or local taxing authorities other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined determined, and (ii) have been adequately reserved against under in accordance with GAAP. No material All required estimated Tax Return payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of FSIC each of YDKN and the YDKN Subsidiaries. Neither YDKN nor any of the YDKN Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the IRS limitation period for the assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or written examination, or claims asserted, for Taxes or assessments upon FSIC YDKN or any of its Consolidated the YDKN Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where YDKN or any of the YDKN Subsidiaries has not filed Tax Returns such that YDKN or any of the YDKN Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, YDKN or any of the YDKN Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of YDKN and the YDKN Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for which FSIC does any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not have reserves that are adequate under GAAPyet due and payable, upon any of the assets of YDKN or any of the YDKN Subsidiaries. Neither FSIC YDKN nor any of its Consolidated the YDKN Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among FSIC YDKN and its Consolidated the YDKN Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Neither YDKN nor any of its Consolidated the YDKN Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return, other than a group the common parent of which was YDKN, or (B) has any liability for the Taxes of any Person, other than YDKN or any of the YDKN Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither YDKN nor any of the YDKN Subsidiaries has been been, during the two-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation” ”, within the meaning of Section 355(a)(1)(A) of the Code in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (be governed in whole or so much of Section 356 of the Code, as it relates to Section in part by Sections 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries YDKN is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment not and has not been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transactionUnited States real property holding corporation” within the meaning of Treasury Regulation Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither YDKN, nor any of the YDKN Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither YDKN nor any of the YDKN Subsidiaries has engaged in any transaction that is the same as or substantially similar to one of the types of transactions that the U.S. Internal Revenue Service (“IRS”) has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). Within YDKN has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of YDKN and the past seven yearsYDKN Subsidiaries relating to all taxable periods beginning on and after January 1, if FSIC 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to YDKN or the YDKN Subsidiaries. Neither YDKN, any of the YDKN Subsidiaries nor FNB, as a successor to YDKN, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of YDKN or any of its Consolidated the YDKN Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. Neither YDKN nor any of the YDKN Subsidiaries has participated in a “reportable transaction” within taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with Merger from qualifying for the applicable Intended Tax regulationsTreatment.

Taxes and Tax Returns. (a) FSIC and Except as would not, individually or in the aggregate, have a Material Adverse Effect on Republic, (i) each of Republic and its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it or with respect to Republic or any of its Subsidiaries on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respectscomplete), has paid all material Taxes shown thereon as arising with respect to the periods covered by such Tax Returns and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and and, in each case, have been adequately reserved against under GAAP. No material against; (ii) all income Tax Return returns of FSIC or any Consolidated Subsidiary has Republic and its Subsidiaries have been examined by the IRS Internal Revenue Service (the "IRS") and any applicable Tax authorities, or other relevant taxing authority. There the applicable statute of limitations with respect to such Tax Returns has expired without examination, for all years to and including 2000 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP; (iii) there are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or with respect to Republic or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC Subsidiaries; (iv) neither Republic nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Republic and its Consolidated Subsidiaries) or is liable for any Tax imposed on any Person other than Republic and its Subsidiaries as a result of the application of Treasury Regulation Section 1.1502-6 (and any comparable provision of state, local or foreign law). Within ; (v) all Taxes that Republic or any of its Subsidiaries is required to withhold from amounts owing to any employee, creditor or third party have been properly withheld and, to the past five years extent payable, timely paid over to the proper Governmental Entity; (vi) no extensions or waivers of statutes of limitation have been given by, or requested with respect to any Taxes of, Republic or any of its Subsidiaries; (vii) neither Republic nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would, or would be reasonably expected to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (viii) neither Republic nor any of its Subsidiaries has been a party to any distribution occurring during the two-year period prior to the date of this Agreement, or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a which the parties to such distribution of stock which qualified or was intended to qualify under Section 355(a) of treated the Code and distribution as one to which Section 355 of the Code applied; (or so much of Section 356 of the Code, as it relates to Section 355 of the Codeix) applied or was intended to apply. Neither FSIC neither Republic nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Republic or any of its Consolidated Subsidiaries. Neither FSIC ; (x) the aggregate balance of the reserve for bad debts described in Section 593(g)(4)(A)(ii) of the Code and any similar provision under state or local laws and regulations of Republic and its Subsidiaries as of December 31, 2005 is zero; and (xi) neither Republic nor any of its Consolidated Subsidiaries has participated in a “"listed transaction” " within the meaning of Treasury Regulation Section section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Xxxxx Fargo and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not have, either individually or in the aggregate, a Material Adverse Effect on Xxxxx Fargo. The federal income tax returns of Xxxxx Fargo and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS through 1993 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There To the best of Xxxxx Fargo's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Xxxxx Fargo or any of its Consolidated Subsidiaries for which FSIC Xxxxx Fargo does not have reserves adequate reserves. In addition, (A) proper and accurate amounts have been withheld by Xxxxx Fargo and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Xxxxx Fargo, (B) federal, state and local returns which are accurate and complete in all material respects have been filed by Xxxxx Fargo and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on Xxxxx Fargo, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by Xxxxx Fargo in its consolidated financial statements, except where failure to do so will not, individually or in the aggregate, have a Material Adverse Effect on Xxxxx Fargo and (D) there are no Tax liens upon any property or assets of Xxxxx Fargo or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwill not have, either individually or in the aggregate, a Material Adverse Effect on Xxxxx Fargo. Neither FSIC Xxxxx Fargo nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by Xxxxx Fargo or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or will have, either individually or in the aggregate, a Material Adverse Effect on Xxxxx Fargo. Except as set forth in the financial statements described in Section 4.6, neither Xxxxx Fargo nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by which will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on Xxxxx Fargo.

Taxes and Tax Returns. (a) FSIC Except as disclosed in Section 4.17 of the XXX Xxxxxxxxxx Xxxxxxxx, XXX and each of its Consolidated Subsidiaries has duly and timely NBB Subsidiary have filed (taking into account all applicable extensions) all material Tax Returns federal, state and other income, franchise or other tax returns, required to be filed by it on or prior to the date of this Agreement (all them; each such Tax Returns being return is complete and accurate and complete in all material respects), ; and all Taxes and related interest and liabilities to be paid in connection therewith have been paid or adequate reserve has paid been established for the timely payment thereof. There have been no audits or examinations of any income tax returns xx XXX xx XXX. XXX and TVB have timely and accurately filed all material Taxes shown thereon required information returns and reports, including without limitation Forms 1099, and to NBB’s Xxxxxxxxx, XXX and TVB have timely and accurately filed all material currency transaction reports required by the Bank Secrecy Act, as arising and amended. NBB has duly not received notice of any federal, state or other income, franchise or other tax assessment or notice of a deficiency to date which has not been paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have which adequate reserve has not been finally determined provided, and have been adequately reserved against under GAAP. No material to NBB’s Knowledge there are no pending or threatened (in writing) audit or investigation of NBB or TVB with respect to any Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityliabilities. There are currently no material disputes pendingagreements in effect with respect to NBB or TVB to extend the period of limitations for assessment or collection of any Tax, and, except as required by law among NBB and the NBB Subsidiaries, neither NBB or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries TVB is a party to or is bound by any Tax tax sharing, allocation or indemnification agreement or arrangement (or is liable for any Tax imposed on any other Person other than such an agreement NBB or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries)TVB. Within the past five years (or otherwise Except as part of a “plan (or series of related transactions)” within the meaning of disclosed in Section 355(e) 4.17 of the Code of which the Merger is also a part)NBB Disclosure Schedule, neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” all Taxes that NBB or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries TVB is required to include withhold from amounts owing to any employee or director, former employee or director, creditor or third party have been properly withheld and, to the extent payable, timely paid. NBB has delivered to Umpqua true and correct copies of NBB’s and TVB’s unconsolidated or uncombined federal and state income or franchise tax returns for the years 2003, 2004 and 2005. “Tax” or “Taxes” means (i) any and all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for any items described in clause (i), as successor or transferee, by contract or otherwise. NBB, TVB or VCT paid Tax on all income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed received by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in VCT as though VCT was not qualified as a “listed transactionreal estate investment trust” within the meaning of Treasury Regulation under Code Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations856.

Taxes and Tax Returns. (a) FSIC Each of LSB and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material Tax Returns local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that (as defined below) and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined and determined, or (ii) information returns, tax returns, Taxes or other governmental charges as to which the failure to file, pay or make provision for will not, either individually or in the aggregate, have been adequately reserved against under GAAPa Material Adverse Effect on LSB. No material Tax Return return or report of FSIC LSB or any Consolidated Subsidiary its Subsidiaries has been examined subjected to audit or examination by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authoritythe North Carolina Department of Revenue in the last five years and neither LSB nor any of its Subsidiaries has received any indication of a pending audit or examination in connection with any Tax return or report and, to the best of LSB’s knowledge, no such return or report is subject to adjustment. There Neither LSB nor any of its Subsidiaries has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report, or the assessment or collection of any tax. To the best of LSB’s knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC LSB or any of its Consolidated Subsidiaries for which FSIC LSB does not have reserves adequate reserves. In addition, (A) proper and accurate amounts have been withheld by LSB and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on LSB, (B) federal, state, and local returns which are accurate and complete in all material respects have been filed by LSB and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on LSB, (C) the amounts shown on such federal, state or local returns to be due and payable have been paid in full or adequate provision therefor has been included by LSB in its consolidated financial statements, except where failure to do so will not, either individually or in the aggregate, have a Material Adverse Effect on LSB and (D) there are no Tax liens upon any property or assets of LSB or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwill not, either individually or in the aggregate, have a Material Adverse Effect on LSB. Neither FSIC LSB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by LSB or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or will have, either individually or in the aggregate, a Material Adverse Effect on LSB. Except as set forth in the financial statements described in Section 3.6, neither LSB nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by which will have, either individually or in the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in aggregate, a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on LSB.

Taxes and Tax Returns. (a) FSIC Each of the Company and each of its Consolidated Subsidiaries (i) has duly and timely filed (taking into account including all applicable extensions) all federal, state, local and foreign income and other material Tax Returns required to be filed by it on or prior to the date of this Agreement (and all such Tax Returns being are accurate and complete in all material respects)complete, (ii) has paid all material Taxes shown thereon as arising due and (iii) has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC the Company or any of its Consolidated Subsidiaries Subsidiary for which FSIC the Company does not have reserves that are adequate under GAAP. Neither FSIC the Company nor any of its Consolidated Subsidiaries Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC the Company and its Consolidated SubsidiariesSubsidiaries as described in the Company Disclosure Schedule). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC the Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC the Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS Internal Revenue Service (the “IRS”) and no pending request for permission to change any accounting method has been submitted by FSIC the Company or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC The Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising arising, or required to be shown thereon, and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC the Company or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC the Company or any of its Consolidated Subsidiaries for which FSIC the Company does not have reserves that are adequate under GAAP. Neither FSIC the Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC the Company and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC the Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC the Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC the Company or any of its Consolidated Subsidiaries. Neither FSIC the Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within If the past seven years, if FSIC Company or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of the Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material For taxable years ending on or after December 31, 2003, no Tax Return of FSIC the Company or any its Consolidated Subsidiary Subsidiaries has been examined by the IRS or other relevant taxing authorityauthority except where such examination has not, and would not reasonably be expected to, give rise to liabilities in excess of $25,000 or as set forth on Section 3.13(a) of the Company Disclosure Schedule and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC the Company or any of its Consolidated Subsidiaries for which FSIC the Company does not have reserves that are adequate under GAAP. Neither FSIC the Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC the Company and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC the Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC the Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC the Company or any of its Consolidated Subsidiaries. Neither FSIC the Company nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within If the past seven years, if FSIC Company or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Unizan and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPor (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Unizan. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has Unizan and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 1999 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by adequate reserves. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Unizan or any of its Consolidated Subsidiaries for which FSIC Unizan does not have reserves that are adequate under GAAPreserves. Neither FSIC Unizan nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Unizan and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Unizan nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code Code. There is and to which will be no disallowance of a deduction under Section 355 162(m) of the Code (on any Tax Return filed or so much to be filed by Unizan or its Subsidiaries for employee remuneration of Section 356 of the Code, as it relates to Section 355 of the Code) applied any amount paid or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed payable by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Unizan or any of its Consolidated Subsidiaries. Neither FSIC nor Subsidiaries under any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven yearscontract, if FSIC plan, program or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsarrangement or understanding.

Taxes and Tax Returns. (a) FSIC Each of PNFP and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, faith or have not been finally determined and have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on PNFP. No material The federal income Tax Return returns of FSIC or any Consolidated Subsidiary has PNFP and its Subsidiaries to the knowledge of PNFP have not been examined by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written to the knowledge of PNFP, claims asserted, for Taxes or assessments upon FSIC PNFP or any of its Consolidated Subsidiaries for which FSIC PNFP does not have reserves that are adequate under GAAP. Neither FSIC PNFP nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC PNFP and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC PNFP nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of FCB and each of its Consolidated the FCB Subsidiaries has duly filed all federal, state, county, foreign and, to the best of FCB's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined. The income tax returns of FCB and the FCB Subsidiaries remain open for the applicable statutory time periods and any deficiencies, penalties or assessments have been adequately reserved against under GAAP. No material Tax Return of FSIC paid or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityprovided for in FCB's consolidated financial statements. There are no material disputes pendingpending with respect to, or written claims assertedasserted for, for Taxes or assessments upon FSIC FCB or any of its Consolidated the FCB Subsidiaries for which FSIC FCB does not have reserves that adequate reserves, nor has FCB or any of the FCB Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county, foreign or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by FCB and each of the FCB Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state, foreign and local laws, except where failure to do so would not have a Material Adverse Effect on FCB, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by FCB and each of the FCB Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, (iii) the amounts shown on such federal, state, foreign, local or county returns to be due and payable have been paid in full or adequate under GAAPprovision therefor has been included by FCB in its consolidated financial statements as of March 31, 1996, and (iv) there are no Tax liens upon any property or assets of FCB or any of the FCB Subsidiaries except liens for current taxes not yet due. Neither FSIC Except as set forth in Schedule 4.10(a), neither FCB nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated FCB Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by FCB or any of the FCB Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method. Except as set forth in the financial statements described in Section 4.6, neither FCB nor any of the FCB Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of First Charter and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (except as set forth on Section 3.10(a) of the First Charter Disclosure Schedule, all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return Except as set forth on Section 3.10(a) of FSIC the First Charter Disclosure Schedule, First Charter and its Subsidiaries are not subject to examination or any Consolidated Subsidiary has been examined audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC First Charter or any of its Consolidated Subsidiaries for which FSIC First Charter does not have reserves that are adequate under GAAP. Neither FSIC First Charter nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC First Charter and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC First Charter nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC First Charter nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC First Charter or any of its Consolidated Subsidiaries. Neither FSIC First Charter nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Seller and each of its Consolidated Subsidiaries Seller Bank has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC Seller and Seller Bank are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Seller or any of its Consolidated Subsidiaries Seller Bank for which FSIC Seller does not have reserves that are adequate under GAAP. Neither FSIC Seller nor any of its Consolidated Subsidiaries Seller Bank is a party to or is bound by any Tax Tax-sharing, Tax-allocation or Tax-indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Seller and its Consolidated SubsidiariesSeller Bank). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Seller nor any of its Consolidated Subsidiaries Seller Bank has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Seller nor any of its Consolidated Subsidiaries Seller Bank is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Seller or any of its Consolidated SubsidiariesSeller Bank. Neither FSIC Seller nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries Seller Bank has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither Seller nor Seller Bank has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of AMNB and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it on or prior to the date of this Agreement (it, and all such Tax Returns being accurate are true and complete in all material respects. Neither AMNB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the Ordinary Course), . All material Taxes of AMNB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of AMNB and its Subsidiaries has withheld and paid all material Taxes shown thereon as arising required to have been withheld and has duly paid in connection with amounts paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed owing to be due from it by federalany employee, statecreditor, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faithshareholder, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS independent contractor or other relevant taxing authoritythird party. The accrual for Taxes on the most recent balance sheet of AMNB would be adequate to pay all Tax liabilities of AMNB and its Subsidiaries if its current tax year were treated as ending on the Closing Date. There are no material disputes pending, or written claims asserted, for liens with respect to Taxes or assessments upon FSIC any asset of AMNB or any of its Consolidated Subsidiaries other than liens for which FSIC does Taxes not have reserves that are adequate under GAAPyet due and payable. Neither FSIC AMNB nor any of its Consolidated Subsidiaries is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law by reason of any change in any accounting methods, and will not be required to make such an adjustment as a result of the transactions contemplated by this Agreement, and there is no application pending with any governmental authority requesting permission for any changes in any of accounting methods of AMNB or any of its Subsidiaries for Tax purposes. Neither AMNB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of AMNB and its Subsidiaries or the assets of AMNB and its Subsidiaries. AMNB has made available to Buyer true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed since January 1, 2020. Neither AMNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement arrangement. Neither AMNB nor any of its Subsidiaries (i) has been a member of an affiliated group filing a (other than such either an agreement or arrangement exclusively between or among FSIC AMNB and its Consolidated Subsidiaries or a commercial Tax indemnity in a contract the primary purpose of which is not Taxes) consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was AMNB) or (ii) has any liability for the Taxes of any person (other than AMNB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Within Neither AMNB nor any of its Subsidiaries has been, within the past five six (6) years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock which qualified or was intended intending to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC AMNB nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity 4(b)(1) or any “tax shelter” within the meaning of Section 6662 of the Code. At no time during the time period specified in Section 897(c)(1)(A)(ii) of the Code has properly disclosed such transaction in accordance with AMNB been a United States real property holding corporation within the applicable Tax regulationsmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) FSIC OCSI and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC OCSI or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC OCSI or any of its Consolidated Subsidiaries for which FSIC OCSI does not have reserves that are adequate under GAAP. Neither FSIC OCSI nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC OCSI and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC OCSI nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC OCSI nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC OCSI or any of its Consolidated Subsidiaries. Neither FSIC OCSI nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If OCSI or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material The federal income Tax Return Returns of FSIC or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 2004, and any material liability with respect thereto has been satisfied or other relevant taxing authorityany material liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Company or any of its Consolidated Subsidiaries for which FSIC Company does not have reserves that are adequate under GAAP. Neither FSIC Company nor any of its Consolidated Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Company and its Consolidated Subsidiaries). Within the past five two years (or otherwise as part of a “plan plan” (or series of related transactions)” ) within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed ) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) FSIC Each of Investors Financial and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has timely paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due and payable (whether or not shown as due on such Tax Returns) or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, Taxes that have not been finally determined and or Taxes that have been adequately reserved against under GAAPin accordance with GAAP on Investors Financial’s most recent consolidated financial statements. No material Neither Investors Financial nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Tax Return that remains in effect. The federal income Tax returns of FSIC or any Consolidated Subsidiary has Investors Financial and its Subsidiaries have been examined by the IRS or other relevant taxing authorityInternal Revenue Service (the “IRS”) for all years to and including the fiscal year ending on December 31, 2003. There are no material disputes disputes, audits, examinations or proceedings pending, or written claims asserted, for Taxes or assessments upon FSIC Investors Financial or any of its Consolidated Subsidiaries for which FSIC Investors Financial does not have reserves that are adequate under GAAPGAAP on Investors Financial’s most recent consolidated financial statements. Neither FSIC Investors Financial nor any of its Consolidated Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Investors Financial and its Consolidated Subsidiaries). Within Neither Investors Financial nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Investors Financial) or (B) has any material liability for the Taxes of any person (other than Investors Financial or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither Investors Financial nor any of its Subsidiaries has been, within the past five years (two years, or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock which qualified or was intended intending to qualify for tax-free treatment under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Investors Financial nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of CB and each of its Consolidated Subsidiaries Cornerstone Bank has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respectsrespects and containing all material information required to be contained therein), has paid all material Taxes shown thereon as arising or due or owing (whether or not shown on any Tax Return) and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing Tax authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined determined, and have been adequately reserved against under GAAPagainst. No material Tax Return To the knowledge of FSIC CB, neither CB nor Cornerstone Bank is subject to any ongoing or unresolved examination or audit by the United States Internal Revenue Service (“IRS”) or any Consolidated Subsidiary has been examined by the IRS state, local or other relevant taxing Tax agency or authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC CB or any of its Consolidated Subsidiaries Cornerstone Bank, as applicable, for which FSIC it does not have reserves that are adequate under GAAP. Neither FSIC CB nor Cornerstone Bank (A) has received any indication of the pendency of any audit or examination in connection with any Tax Returns with respect to which any applicable statute of limitation has not expired or (B) has any knowledge that, with the passage of time, any such Tax Return could be subject to adjustment; and neither CB nor Cornerstone Bank has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any Tax. No claim has ever been made by a Tax authority in a jurisdiction where CB or Cornerstone Bank does not file Tax Returns that CB or Cornerstone Bank is, or may be, subject to taxation by that jurisdiction. There are no liens for any material Taxes (other than for Taxes not yet due and payable) filed of record on any of its Consolidated Subsidiaries the assets of CB or Cornerstone Bank. Except as set forth on Section 3.10(a) of the CB Disclosure Schedule, neither CB nor Cornerstone Bank is a party to or is bound by any Tax Tax-sharing, Tax-allocation or Tax- indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries)arrangement. Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC CB nor any of its Consolidated Subsidiaries Cornerstone Bank has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC CB nor any of its Consolidated Subsidiaries Cornerstone Bank is required to include in income any adjustment pursuant to Section 481(a) of the CodeCode for any Tax period before the Effective Time, no such adjustment has been proposed by the IRS IRS, and no pending request for permission to change any accounting method has been submitted to the IRS by FSIC CB or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsCornerstone Bank.

Taxes and Tax Returns. (a) FSIC For purposes of this Section 3.9, FICS shall include FICS and each FICS Subsidiary and any other affiliated or related corporation or entity if FICS or any FICS Subsidiary has or could have any material liability for the taxes of its Consolidated Subsidiaries such corporation or entity. FICS has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision on the financial statements referred to in Sections 3.5 and 6.6 hereof in accordance with U.S. GAAP for the payment of all material Taxes that which have been incurred or are due or claimed to be due from it by federal, state, foreign Taxing Authorities on or local taxing authorities prior to the date hereof other than Taxes that (a) which (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 3.9 of the FICS Disclosure Schedule and (b) which have not been finally determined. The charges, accruals, and reserves with respect to Taxes on the books of FICS are adequate (as determined in accordance with U.S. GAAP) and are at least equal to its liability for Taxes. There exists no proposed tax assessment against FICS except as disclosed in the FICS financial statements. No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by FICS. All Taxes that FICS is or was required to withhold or collect have been adequately reserved against under GAAPduly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. All liability with respect to the Tax Returns of FICS and its Subsidiaries has been satisfied for all years to and including 1998. No Taxing Authority has notified FICS of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Return Returns of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityFICS subsequent to 1998. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC or FICS, nor has FICS been requested to give any currently effective waivers extending the statutory period of its Consolidated Subsidiaries limitation applicable to any Tax Return for any period. In addition, Tax Returns that are accurate and complete in all material respects have been filed by FICS for all periods for which FSIC does not returns were due with respect to income tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have reserves that are been paid in full or adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction provision therefor in accordance with U.S. GAAP has been included by FICS in the financial statements referred to in Sections 3.5 and 6.6 hereto. No audit by any relevant Taxing Authority in connection with any FICS Tax Return is pending or has been announced. All deficiencies proposed as a result of any examinations have been paid or settled, for all periods before and including the taxable year ended December 31, 1998. FICS has not consented to any waiver or extension of any statute of limitations with respect to any Tax. FICS has provided or made available to S1 Holdings complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax regulationsReturns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of FICS.

Taxes and Tax Returns. (a) FSIC SUNS and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC SUNS or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC SUNS or any of its Consolidated Subsidiaries for which FSIC SUNS does not have reserves that are adequate under GAAP. Neither FSIC SUNS nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC SUNS and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC SUNS nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC SUNS nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC SUNS or any of its Consolidated Subsidiaries. Neither FSIC SUNS nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If SUNS or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC and each of its Consolidated Subsidiaries Seller has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC To its knowledge, Seller is not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityInternal Revenue Service (“IRS”). There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries Seller for which FSIC Seller does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries Seller is not a party to or is bound by any Tax Tax-sharing, Tax-allocation or Tax-indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries)arrangement. Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC nor any of its Consolidated Subsidiaries Seller has not been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries Seller is not required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS IRS, and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated SubsidiariesSeller. Neither FSIC nor any of its Consolidated Subsidiaries Seller has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has not participated in a “reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(1). Seller has not taken or agreed to take any action or has knowledge of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC For purposes of this Section 3.9, Q-Up shall include Q-Up and each Q-Up Subsidiary and any other affiliated or related corporation or entity if Q-Up or any Q-Up Subsidiary has or could have any material liability for the Taxes of its Consolidated Subsidiaries such corporation or entity. Q-Up has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision in the financial statements referred to in Section 3.5 hereof in accordance with GAAP for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign Taxing Authorities on or local taxing authorities before the date hereof other than Taxes (a) that (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 3.9 of the Q-Up Disclosure Schedule and (b) that have not been finally determined. The charges, accruals, and reserves with respect to Taxes in the financial statements referred to in Section 3.5 are adequate (determined in accordance with GAAP) and have been adequately reserved are at least equal to its liability for Taxes as of the date of such financial statements. There exists no proposed tax assessment against under Q-Up except as disclosed in the financial statements referred to in Section 3.5 hereof in accordance with GAAP. No material Tax Return consent to the application of FSIC or any Consolidated Subsidiary Section 341(f)(2) of the Code has been examined filed with respect to any property or assets held, acquired, or to be acquired by Q-Up. All Taxes that Q-Up is or was required to withhold or collect have been duly withheld or collected and, to the IRS extent required, have been paid to the proper Taxing Authority. All liability with respect to the Tax Returns of Q-Up has been satisfied for all years to and including April 30, 1999. No Taxing Authority has notified Q-Up of, or other relevant taxing authorityotherwise asserted, that there are any material deficiencies with respect to the Tax Returns of Q-Up. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC of Q-Up, nor has Q-Up given or been requested to give any currently effective waiver extending the statutory period of its Consolidated Subsidiaries limitation applicable to any Tax Return. In addition, Tax Returns that are accurate and complete in all material respects have been filed by Q-Up for all periods for which FSIC does not returns were due with respect to income and employment tax withholding with respect to wages and other income and the amounts shown on such Tax Returns to be due and payable have reserves that are been paid in full or adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction provision therefor in accordance with GAAP has been included by Q-Up in the financial statements referred to in Section 3.5 hereto. Q-Up has provided or made available to S1 complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to Taxes for each taxable year or other relevant period as to which the applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax regulationsReturns, pending claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns that have not been finally resolved, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Q-Up.

Taxes and Tax Returns. (a) FSIC Each of Catskill and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision on the financial statements referred to in Sections 3.6 and 6.7 hereof in accordance with GAAP for the payment of all material Taxes that which have been incurred or are due or claimed to be due from it by federal, state, foreign Taxing Authorities on or local taxing authorities prior to the date hereof other than Taxes that (a) which (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 3.10 of the Catskill Disclosure Schedule and (b) which have not been finally determined determined. All liability with respect to the Tax Returns of Catskill and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary its Subsidiaries has been examined by satisfied for all years to and including 1998. The Internal Revenue Service ("IRS") has not notified Catskill of, or otherwise asserted, that there are any material deficiencies with respect to the IRS or other relevant taxing authorityfederal income Tax Returns of Catskill. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Catskill or any of its Consolidated Subsidiaries, nor has Catskill or any of its Subsidiaries been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal or state income Tax Return for any period. In addition, Tax Returns which are accurate and complete in all material respects have been filed by Catskill and its Subsidiaries for all periods for which FSIC does not returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have reserves that are been paid in full or adequate under GAAPprovision therefor in accordance with GAAP has been included by Catskill in the financial statements referred to in Sections 3.6 and 6.7 hereto. All Catskill Tax Returns have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended 1995. Neither FSIC Catskill nor any of its Consolidated Subsidiaries is a party has consented to any waiver or is bound by extension of any Tax sharing, allocation or indemnification agreement or arrangement (other than such statute of limitations with respect to any Tax. Neither Catskill nor any Catskill Subsidiary has made an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of election under Section 355(e341(f) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"). Catskill has provided or made available to Xxxx complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the Merger applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Catskill or any Catskill Subsidiary. Catskill will not be a "foreign person" as that term is also used in ss. 1.1445-2 of the Treasury Regulations promulgated under the IRC. Catskill Bank is not a part), neither FSIC nor "United States real property holding corporation" within meaning of ss. 897 of the IRC and was not a "United States real property holding corporation" on any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” "determination date" (as defined in a distribution of stock which qualified or was intended to qualify under Section 355(ass. 1.897-2(c) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Codesuch Regulations) applied or was intended to apply. Neither FSIC nor that occurred during any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsrelevant period.

Taxes and Tax Returns. (a) FSIC All federal, state, local and each of its Consolidated Subsidiaries has duly foreign tax returns, reports, statements and timely filed (taking into account all applicable extensions) all material Tax Returns other similar filings required to be filed by it on Seller (the "Tax Returns") with respect to any federal, state, local or prior foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the United States or any state or political subdivision thereof or any foreign country or political subdivision thereof) (the "Taxes"), have been timely filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to the date of this Agreement (be filed and all such Tax Returns being accurate and complete in all material respects), has paid all material properly reflect the liabilities of Seller for Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred periods, property or events covered thereby. All Taxes, including without limitation those which are due called for by the Tax Returns or heretofore or hereafter claimed to be due by any taxing authority from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faithSeller, have been properly accrued or paid and the amount of accruals for Taxes recorded by Seller on its books is adequate to cover the Tax liabilities of Seller. Seller has not been finally determined received any notice of assessment or proposed assessment in connection with any Tax Returns and have been adequately reserved there are no pending tax examinations of or tax claims asserted against under GAAP. No material Tax Return of FSIC Seller or any Consolidated Subsidiary of the Purchased Assets. Seller has been examined by not extended, or waived the IRS application of, any statute of limitations of any jurisdiction regarding the assessment or other relevant taxing authoritycollection of any Taxes. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement tax liens (other than such an agreement or arrangement exclusively between or among FSIC any lien for current Taxes not yet due and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(epayable) on any of the Code Purchased Assets. Seller has no knowledge of which any basis for any additional assessment of any Taxes. Seller has made all deposits required by law to be made by it with respect to employees' withholding and other employment Taxes, including without limitation the Merger is also a part), neither FSIC nor any portion of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended such deposits relating to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsTaxes imposed upon Seller.

Taxes and Tax Returns. (a) FSIC Each of SKAN and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision on the financial statements referred to in Sections 3.6 and 6.8 hereof in accordance with GAAP for the payment of all material Taxes that which have been incurred or are due or claimed to be due from it by federal, state, foreign Taxing Authorities on or local taxing authorities prior to the date hereof other than Taxes that (a) which (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 3.10 of the SKAN Disclosure Schedule and (b) which have not been finally determined determined. All liability with respect to the Tax Returns of SKAN and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary its Subsidiaries has been examined by satisfied for all years to and including 1997. The Internal Revenue Service ("IRS") has not notified SKAN of, or otherwise asserted, that there are any material deficiencies with respect to the IRS or other relevant taxing authorityfederal income Tax Returns of SKAN subsequent to 1993. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC SKAN or any of its Consolidated Subsidiaries, nor has SKAN or any of its Subsidiaries been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal or state income Tax Return for any period. In addition, Tax Returns which are accurate and complete in all material respects have been filed by SKAN and its Subsidiaries for all periods for which FSIC does not returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have reserves that are been paid in full or adequate under GAAPprovision therefor in accordance with GAAP has been included by SKAN in the financial statements referred to in Sections 3.6 and 6.8 hereto. All SKAN Tax Returns relating to federal income taxes have been examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended 1992. Neither FSIC SKAN nor any of its Consolidated Subsidiaries is a party has consented to any waiver or is bound by extension of any Tax sharing, allocation or indemnification agreement or arrangement (other than such statute of limitations with respect to any Tax. Neither SKAN nor any SKAN Subsidiary has made an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of election under Section 355(e341(f) of the Code IRC. SKAN has provided or made available to BSB Bancorp complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the Merger applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of SKAN or any SKAN Subsidiary. SKAN will not be a "foreign person" as that term is also used in ss. 1.1445-2 of the Treasury Regulations promulgated under the IRC. Skaneateles Bank is not a part), neither FSIC nor "United States real property holding corporation" within meaning of ss. 897 of the IRC and was not a "United States real propertY holding corporation" on any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” "determination date" (as defined in a distribution of stock which qualified or was intended to qualify under Section 355(ass. 1.897-2(c) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Codesuch Regulations) applied or was intended to apply. Neither FSIC nor that occurred during any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsrelevant period.

Taxes and Tax Returns. (a) FSIC Each of IFC and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of IFC's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of IFC, to have a Material Adverse Effect on IFC. The income tax returns of IFC and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS and any liability with respect thereto has been satisfied for all years to and including 1993, and either no material deficiencies were asserted as a result of such examination for which IFC does not have adequate reserves or other relevant taxing authorityall such deficiencies were satisfied. There To the best of IFC's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC IFC or any of its Consolidated Subsidiaries for which FSIC IFC does not have reserves adequate reserves, nor has IFC or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by IFC and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on IFC, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by IFC and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on IFC, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by IFC in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on IFC and (D) there are no Tax liens upon any property or assets of IFC or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwould not have a Material Adverse Effect on IFC. Neither FSIC IFC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by IFC or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or is reasonably likely to have a Material Adverse Effect on IFC. Except as set forth in the financial statements described in Section 4.6, neither IFC nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on IFC.

Taxes and Tax Returns. (a) FSIC Each of IFC and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of IFC's knowledge, local information returns and timely filed (taking into account all applicable extensions) all material Tax Returns tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision provisions for the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes that or other charges which are not yet delinquent or are being contested in good faith, faith and have not been finally determined determined, or (ii) information returns, tax returns, Taxes or other governmental charges the failure to file, pay or make provision for, either individually or in the aggregate, are not likely, in the reasonable judgment of IFC, to have a Material Adverse Effect on IFC. The income tax returns of IFC and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS and any liability with respect thereto has been satisfied for all years to and including 1993, and either no material deficiencies were asserted as a result of such examination for which IFC does not have adequate reserves or other relevant taxing authorityall such deficiencies were satisfied. There To the best of IFC's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC IFC or any of its Consolidated Subsidiaries for which FSIC IFC does not have reserves adequate reserves, nor has IFC or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (A) proper and accurate amounts have been withheld by IFC and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on IFC, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by IFC and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have a Material Adverse Effect on IFC, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by IFC in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on IFC and (D) there are no Tax liens upon any property or assets of IFC or its Subsidiaries except liens for current taxes not yet due or liens that are adequate under GAAPwould not have a Material Adverse Effect on IFC. Neither FSIC IFC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a481 of the Code by reason of a voluntary change in accounting method initiated by IFC or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case which has had or is reasonably likely to have a Material Adverse Effect on IFC. Except as set forth in the financial statements described in Section 4.6, neither IFC nor any of its Subsidiaries has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Code, which would be reasonably likely to have a Material Adverse Effect on IFC. (b) Any amount that is reasonably likely to be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of IFC or any of its affiliates who is a "Disqualified Individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or IFC Benefit Plan (as defined in Section 4.11(a)) currently in effect should not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code, no such adjustment has been proposed ). (c) No disallowance of a deduction under Section 162(m) of the Code for employee remuneration of any amount paid or payable by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC IFC or any Subsidiary of its Consolidated SubsidiariesIFC under any contract, plan, program, arrangement or understanding would be reasonably likely to have a Material Adverse Effect on IFC. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.19

Taxes and Tax Returns. (a) FSIC and each (i) Transom (which term for purposes of its Consolidated Subsidiaries this Section 3.10 shall include any former subsidiaries or predecessors of Transom for periods during which they were owned) has duly and timely filed (taking into account all applicable extensionswhen due or prior to the expiration of any extension of the time to file) all material Tax correct and complete Returns in respect of Taxes required to be filed filed; all Taxes shown on such Returns or otherwise known by Transom to be due or payable have been timely paid; no adjustment relating to any such Return has been proposed in writing by any Governmental Authority, except proposed adjustments that have been resolved prior to the date hereof; and there are no outstanding summons, subpoenas or written requests for information with respect to any such Returns or the Taxes reflected thereon. To the knowledge of Transom, there is no basis for imposing any additional Taxes on it other than the Taxes shown on such Returns. There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which Transom may be subject and Transom is not under audit by any Governmental Authority for any Tax. There are no Tax liens on any assets of Transom other than liens for Taxes not yet due or payable; (ii) Transom has paid, on the basis of Transom's good faith estimate of the required installments, all estimated Taxes required to be paid under Section 6655 of the Code or any comparable provision of state, local or foreign law; and all Taxes which shall be due and payable for any period or portion thereof ending on or prior to the date Closing Date shall have been paid or shall be reflected on Transom's books as an accrued Tax liability, either current or deferred. The amount of this Agreement (all such Tax Returns being accurate and complete liabilities as of March 31, 1998 shall be set forth in all material respects)Section 3.10 of the Disclosure Schedule. All Taxes required to be withheld, has paid all material Taxes shown thereon as arising and has duly paid collected or made provision deposited by Transom during any taxable period for which the payment applicable statute of all material Taxes that limitations on assessment remains open have been incurred timely withheld, collected or are due or claimed deposited and, to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faiththe extent required, have been paid to the relevant Governmental Authority; (iii) For each taxable period for which the statute of limitations on assessment remains open, Transom has not (A) been either a common parent corporation or a member corporation of an affiliated group of corporations filing a consolidated Federal income tax return, or (B) acquired any corporation that filed a consolidated Federal income tax return with any other corporation that was not also acquired by Transom; and no other entity that was included in the filing of a Return with Transom on a consolidated, combined, or unitary basis has left Transom's consolidated, combined or unitary group in a taxable year for which the statute of limitations on assessment remains open. Transom has not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.at

Taxes and Tax Returns. (a) FSIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material All Tax Returns required to be filed by it on or prior to the date of this Agreement (Closing that encompass or relate in any manner to the Purchased Assets to report Taxes that if unpaid by Seller will give rise to a Encumbrance on the Purchased Assets or impose liability on Buyer have been duly and timely filed, and all such Tax Returns being accurate are correct and complete in all material respects). All Taxes (whether or not shown on any Tax Return) required to be paid prior to the Closing Date relating to the Purchased Assets have been timely paid. Seller is not currently the subject of an audit, other examination, matter in controversy, proposed adjustment, refund litigation, or other proceeding with respect to Taxes applicable to the Purchased Assets, and no such proceeding has paid all material been threatened by any Taxing Authority. Except with respect to Taxes shown thereon as arising not yet due and payable, (a) there are no Encumbrances for unpaid Taxes upon the Purchased Assets other than Permitted Liens, and (b) no written claim for unpaid Taxes has duly paid or been made provision by any Taxing Authority that could give rise to any Encumbrance. Except for the payment Mediatex Securities, none of all material Taxes that have been incurred the Purchased Assets includes any stock, partnership interests, limited liability company interests, legal, or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC beneficial interests or any Consolidated Subsidiary has been examined by the IRS other equity interests in or of any Person, and there is no joint venture, co-tenancy, contract, or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries similar arrangement involving the Purchased Assets for which FSIC does not have reserves that are adequate an election is in effect under GAAP. Neither FSIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e761(a) of the Code or that could be treated as a partnership under Subchapter K of which the Merger is also a part), neither FSIC nor any Chapter 1 of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) Subtitle A of the Code and if no such election has been made. None of the Assumed Liabilities includes: (a) an obligation to which make a payment that is not deductible under Section 355 280G of the Code; (b) an obligation to make a payment to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation, or similar written or unwritten agreement, arrangement, understanding, or practice with respect to Taxes; (c) an obligation under any record retention, transfer pricing, closing, or other agreement or arrangement with any Taxing Authority that will impose any liability on Buyer after the Closing; (d) an obligation under any agreement, contract, arrangement, or plan to indemnify, gross-up, or otherwise compensate any Person, in whole or in part, for any excise Tax under Section 4999 of the Code that is imposed on such Person or any other Person; or (e) an obligation to pay the Taxes of any Person as a transferee or successor, by contract (other than pursuant to a routine tax allocation provision contained in any of the Purchased Contracts) or otherwise, including an obligation under Section 1.1502-6 of the Treasury Regulations (or so much any similar provision of Section 356 state, local or foreign Legal Requirements). No special arrangements or agreements exist with any Taxing Authority with respect to the amount of the CodeTaxes on, as it relates to Section 355 or the assessed valuation of, any of the Code) applied Purchased Assets. There is no Tax assessment pending or was intended threatened with respect to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) portion of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsPurchased Assets.

Taxes and Tax Returns. (a) FSIC Each of Banc One and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns federal, state, county, foreign and, to the best of Banc One's knowledge, material local information returns and tax returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision for (in accordance with GAAP) the payment of all material Taxes that and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, county, foreign or local taxing authorities on or prior to the date hereof (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that which (i) are not yet delinquent or (ii) are being contested in good faith, faith and have not been finally determined determined. The consolidated federal income tax returns of Banc One and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS through 1992, and either no material deficiencies were asserted as a result of such examination for which Banc One does not have adequate reserves (in accordance with GAAP) or other relevant taxing authorityall such deficiencies were satisfied. There To the best of Banc One's knowledge, there are no material disputes pending, or written claims assertedasserted in writing for, for Taxes or assessments in writing upon FSIC Banc One or any of its Consolidated Subsidiaries, nor has Banc One or any of its Subsidiaries been requested to give any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by Banc One and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to do so would not have a Material Adverse Effect on Banc One, (ii) federal, state, county and local returns which are accurate and complete in all material respects have been filed by Banc One and its Subsidiaries for all periods for which FSIC does returns were due with respect to income tax withholding, Social Security and unemployment taxes, except where failure to do so would not have reserves that a Material Adverse Effect on Banc One, (iii) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor (in accordance with GAAP) has been included by Banc One in its consolidated financial statements as of December 31, 1996, except where failure to do so would not have a Material Adverse Effect on Banc One and (iv) there are adequate under GAAPno Tax liens upon any property or assets of Banc One or its Subsidiaries except liens for current taxes not yet due. Neither FSIC Banc One nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code by reason of a voluntary change in accounting method initiated by Banc One or any of its Subsidiaries, and the IRS has not initiated or proposed any such adjustment or change in accounting method, in either case, which has had or is reasonably likely to have a Material Adverse Effect on Banc One. Except as set forth in the financial statements described in Section 4.6, neither Banc One nor any of its Subsidiaries has entered into a transaction which is being accounted for under the installment method of Section 453 of the Code, no such adjustment has been proposed by the IRS and no pending request for permission which would be reasonably likely to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in have a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulationsMaterial Adverse Effect on Banc One.

Taxes and Tax Returns. (a) FSIC BCIC and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising due and payable and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC BCIC or any Consolidated Subsidiary has been examined by the IRS Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written claims assertedasserted by any taxing authority, for Taxes or assessments upon FSIC BCIC or any of its Consolidated Subsidiaries for which FSIC BCIC does not have reserves that are adequate under GAAP. Neither FSIC BCIC nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC BCIC and its Consolidated SubsidiariesSubsidiaries or customary gross-up provisions in a commercial Contract the primary purpose of which does not relate to Taxes). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is would also be a part), neither FSIC BCIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC BCIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted to the IRS by FSIC BCIC or any of its Consolidated Subsidiaries. Neither FSIC BCIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC BCIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Parent and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, faith or have not been finally determined and have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. No All such Tax returns are accurate and complete in all material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityrespects. There are no material disputes pending, or written to the knowledge of Parent, claims asserted, for Taxes or assessments upon FSIC Parent or any of its Consolidated Subsidiaries for which FSIC Parent does not have reserves that are adequate under GAAP. Neither FSIC Parent nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Parent and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Parent nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and Code. Parent has no liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise. No closing agreement pursuant to which Section 355 7121 of the Code (or so much any similar provision of Section 356 of the Codestate, as it relates local or foreign law) has been entered into by or with respect to Section 355 of the Code) applied or was intended to applyParent. Neither FSIC nor any of its Consolidated Subsidiaries is All Taxes required to include be withheld, collected or deposited by or with respect to Parent have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, except for failures to so withhold, collect or deposit that are immaterial, individually and in income the aggregate. Parent has not been requested to grant, or has granted, any adjustment pursuant to Section 481(a) waiver of the Codeany federal, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC state, local or foreign statute of limitations with respect to, or any extension of its Consolidated Subsidiariesa period for the assessment of, any Tax, which waiver or extension has not since expired. Neither FSIC nor any of its Consolidated Subsidiaries Parent has not participated in a any “listed transaction” or “reportable transaction” or “tax shelter” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven yearsCode requiring it to file, if FSIC register, prepare, produce or maintain any disclosure, report, list or any other statement or document under Sections 6111 or 6112 of its Consolidated Subsidiaries has participated in the Code. Parent is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reportable transaction” reorganization within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with 368(a) of the applicable Tax regulationsCode.

Taxes and Tax Returns. (a) FSIC Each of Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material The federal income Tax Return Returns of FSIC or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) for all years to and including 2004, and any material liability with respect thereto has been satisfied or other relevant taxing authorityany material liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Company or any of its Consolidated Subsidiaries for which FSIC Company does not have reserves that are adequate under GAAP. Neither FSIC Company nor any of its Consolidated Subsidiaries is a party to or is bound by any material Tax sharing, allocation or indemnification sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Company and its Consolidated Subsidiaries). Within the past five two years (or otherwise as part of a “plan plan” (or series of related transactions)” ) within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed 1.6011 -4(b)(2) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) FSIC Each of AMNB and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it on or prior to the date of this Agreement (it, and all such Tax Returns being accurate are true and complete in all material respects. Neither AMNB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the Ordinary Course), . All material Taxes of AMNB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of AMNB and its Subsidiaries has withheld and paid all material Taxes shown thereon as arising required to have been withheld and has duly paid in connection with amounts paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed owing to be due from it by federalany employee, statecreditor, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faithshareholder, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS independent contractor or other relevant taxing authoritythird party. The accrual for Taxes on the most recent balance sheet of AMNB would be adequate to pay all Tax liabilities of AMNB and its Subsidiaries if its current tax year were treated as ending on the Closing Date. There are no material disputes pending, or written claims asserted, for liens with respect to Taxes or assessments upon FSIC any asset of AMNB or any of its Consolidated Subsidiaries other than liens for which FSIC does Taxes not have reserves that are adequate under GAAPyet due and payable. Neither FSIC AMNB nor any of its Consolidated Subsidiaries is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law by reason of any change in any accounting methods, and will not be required to make such an adjustment as a result of the transactions contemplated by this Agreement, and there is no application pending with any governmental authority requesting permission for any changes in any of accounting methods of AMNB or any of its Subsidiaries for Tax purposes. Neither AMNB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of AMNB and its Subsidiaries or the assets of AMNB and its Subsidiaries. AMNB has made available to Buyer true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed since January 1, 2020. Neither AMNB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement arrangement. Neither AMNB nor any of its Subsidiaries (i) has been a member of an affiliated group filing a (other than such either an agreement or arrangement exclusively between or among FSIC AMNB and its Consolidated Subsidiaries or a commercial Tax indemnity in a contract the primary purpose of which is not Taxes) consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was AMNB) or (ii) has any liability for the Taxes of any person (other than AMNB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Within Neither AMNB nor any of its Subsidiaries has been, within the past five six (6) years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.a

Taxes and Tax Returns. (a) FSIC and Except as disclosed on Schedule 5.9 of the Parent Disclosure Schedule: (i) each of Parent and its Consolidated Subsidiaries has duly and timely filed (taking into account and will duly and timely file all applicable extensions) all material Tax Returns required to be filed by it on and has duly paid or prior made adequate provision for the payment of all Taxes and other governmental charges which have been incurred (including, without limitation, if and to the date extent applicable, those due in respect of this Agreement (its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls), and all such Tax Returns being are accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ; and has duly paid or made provision for (ii) neither Parent nor any of its Subsidiaries is currently the payment beneficiary of all material Taxes that have been incurred or are due or claimed any extension of time within which to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No file any material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityReturn. There are no material disputes pendingpending related to, or written claims assertedasserted for, for Taxes or assessments upon FSIC Parent or any of its Consolidated Subsidiaries for which FSIC Parent does not have reserves that adequate reserves. Proper and accurate amounts have been withheld by Parent and its Subsidiaries from their employees for all prior periods in compliance with the tax withholding provisions of applicable federal, state and local laws. There are adequate under GAAPno liens for Taxes upon any property or assets of Parent or its Subsidiaries except liens for current Taxes not yet due. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Taxes of Parent or any of its Subsidiaries for any period. Neither FSIC Parent nor any of its Consolidated Subsidiaries has filed a consent to the application of Section 341(f) of the Code. Neither Parent nor any of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355(a) of the Code. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries)arrangement. Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Neither Parent nor any of its Consolidated Subsidiaries has been a “distributing corporation” member of an affiliated group filing a consolidated, combined or a “controlled corporation” in a distribution unitary Tax Return (other than the affiliated group of stock which qualified Parent is the common parent) or was intended to qualify has any liability for the Taxes of any person (other than Parent or its Subsidiaries) under Section 355(a) of the Code and to which Section 355 of the Code Treasury Regulation ss.1.1502-6 (or so much any similar provision of Section 356 of the Codestate, as it relates to Section 355 of the Code) applied local or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2foreign law). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC (i) VSA (which term for purposes of this Section 3.10 shall include any former subsidiaries of VSA for periods during which they were owned) has filed correct and each complete Returns in respect of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns Taxes required to be filed filed; all Taxes shown on such Returns or otherwise known by VSA to be due or payable by VSA have been paid; no adjustment relating to any such Return has been proposed in writing by any Governmental Authority, except proposed adjustments that have been resolved prior to the date hereof; and there are no outstanding summons, subpoenas or written requests for information with respect to any such Returns or the Taxes reflected thereon. To VSA's knowledge, there is no reasonable basis for imposing any additional Taxes on it other than the Taxes shown on such Returns. There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which VSA is subject and, to VSA's knowledge, VSA is not under audit by any Governmental Authority for any Tax. There are no Tax liens on any assets of VSA other than liens for Taxes not yet due or payable; (ii) VSA has paid, on the basis of VSA's good faith estimate of the required installments, all estimated Taxes required to be paid under Section 6655 of the Code or any comparable provision of state, local or foreign law; and all Taxes which shall be due and payable for any period or portion thereof ending on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly Closing Date shall have been paid or made provision shall be reflected on VSA's books as an accrued Tax liability, either current or deferred. All Taxes required to be withheld, collected or deposited by VSA during any taxable period for which the payment applicable statute of all material Taxes that limitations on assessment remains open have been incurred timely withheld, collected or are due or claimed deposited and, to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faiththe extent required, have been paid to the relevant Governmental Authority; (iii) For each taxable period for which the statute of limitations on assessment remains open, VSA has not (A) been either a common parent corporation or a member corporation of an affiliated group of corporations filing a consolidated Federal income tax return, or (B) acquired any corporation that filed a consolidated Federal income tax return with any other corporation that was not also acquired by VSA; and no other entity that was included in the filing of a Return with VSA on a consolidated, combined, or unitary basis has left VSA's consolidated, combined or unitary group in a taxable year for which the statute of limitations on assessment remains open. VSA has not been finally determined and have been adequately reserved against under GAAP. No material Tax Return at any time a member of FSIC any partnership, limited liability company or joint venture or the holder of a beneficial interest in any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, trust for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries period for which FSIC does not have reserves that are adequate under GAAP. Neither FSIC nor any the statute of its Consolidated Subsidiaries is a party to or is bound by limitations for any Tax sharing, allocation potentially applicable as a result of such membership or indemnification agreement or arrangement holding has not expired; (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of iv) No consent under Section 355(e341(f) of the Code of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution filed with respect to VSA; and (v) There is no significant difference on the books of stock which qualified or was intended to qualify under Section 355(a) VSA between the amounts of the Code book basis and to which Section 355 the tax basis of assets (net of liabilities) that is not accounted for by an accrual on the Code books for Federal income tax purposes. 6 11 (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2b). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC OCSL and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of FSIC OCSL or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC OCSL or any of its Consolidated Subsidiaries for which FSIC OCSL does not have reserves that are adequate under GAAP. Neither FSIC OCSL nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC OCSL and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC OCSL nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC OCSL nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC OCSL or any of its Consolidated Subsidiaries. Neither FSIC OCSL nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC If OCSL or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Herkimer and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement hereof (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising ) and has duly paid or made provision on the financial statements referred to in Sections 3.6 and 6.6 hereof in accordance with GAAP for the payment of all material Taxes that which have been incurred or are due or claimed to be due from it by federal, state, foreign Taxing Authorities on or local taxing authorities prior to the date hereof other than Taxes that (a) which (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 3.10 of the Herkimer Disclosure Schedule and (b) which have not been finally determined determined. All liability with respect to the Tax Returns of Herkimer and have been adequately reserved against under GAAP. No material Tax Return of FSIC or any Consolidated Subsidiary its Subsidiaries has been examined by satisfied for all years to and including 2000. The Internal Revenue Service ("IRS") has not notified Herkimer of, or otherwise asserted, that there are any material deficiencies with respect to the IRS or other relevant taxing authorityfederal income Tax Returns of Herkimer. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon FSIC Herkimer or any of its Consolidated Subsidiaries. In addition, Tax Returns which are accurate and complete in all material respects have been filed by Herkimer and its Subsidiaries for all periods for which FSIC does returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Tax Returns to be due and payable have been paid in full or adequate provision therefor in accordance with GAAP has been included by Herkimer in the financial statements referred to in Sections 3.6 and 6.7 hereto. The unpaid Taxes of Herkimer (i) did not, as of the date of any financial statement referred to in Sections 3.6 and 6.6 hereto, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of such financial statements (other than the notes thereto) and (ii) will not exceed such reserve as adjusted for the passage of time though the Closing Date in accordance with past custom and practice of Herkimer in filing its Tax Returns. The reserve for taxes will not be less than the amount shown on the December 31, 2001 financial statements plus the GAAP reserve for fiscal year 2002 taxes, determined without regard to the existence of the reserve on the consolidated balance sheet of Herkimer as of December 31, 2001. All Herkimer Tax Returns have reserves that are adequate under GAAPbeen examined by the relevant Taxing Authorities, or closed without audit by applicable statutes of limitations, and all deficiencies proposed as a result of such examinations have been paid or settled, for all periods before and including the taxable year ended 1997. Neither FSIC Herkimer nor any of its Consolidated Subsidiaries is a party has been asked to consent to or is bound by consented to any Tax sharingcurrently effective waiver or extension of any statute of limitations with respect to any Tax. Neither Herkimer nor any Subsidiary has made an election under Section 341(f) of the Internal Revenue Code of 1986, allocation as amended (the "Code" or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC and its Consolidated Subsidiaries"IRC"). Within Herkimer has provided or made available to Partners Trust complete and correct copies of its Tax Returns and all material correspondence and documents, if any, relating directly or indirectly to taxes for each taxable year or other relevant period as to which the past five years (applicable statute of limitations has not run on the date hereof. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed changes or otherwise adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and determination letters and requests therefor, and all other written communications to or from Taxing Authorities relating to any material Tax liability of Herkimer or any Subsidiary. Herkimer is not a "foreign person" as part that term is used in Section 1.1445-2 of the Treasury Regulations promulgated under the IRC. Herkimer is not a “plan (or series of related transactions)” "United States real property holding corporation" within the meaning of Section 355(e897 of the IRC and was not a "United States real property holding corporation" on any "determination date" (as defined in Section 1.897-2(c) of the Code such Regulations) that occurred during any relevant period. For purposes of which the Merger is also a part), neither FSIC nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.this Agreement:

Taxes and Tax Returns. (a) FSIC and Except as set forth in Section 3.10 of the Company Disclosure Schedule, each of Company and its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all Taxes that are material Taxes in amount that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAP. No material To the knowledge of the Company, the federal income Tax Return Returns of FSIC or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the IRS or other relevant taxing authority. There are no Internal Revenue Service (the “IRS”) for all years to and including 2006, and any material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC or any of its Consolidated Subsidiaries for which FSIC does not have reserves liability with respect thereto that are adequate under GAAPhas been finally determined has been satisfied. Neither FSIC Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification sharing agreement or arrangement with respect to material amounts of Taxes (other than such an agreement or arrangement exclusively between or among FSIC Company and one or more of its Consolidated Subsidiaries). Within the past five two years (or otherwise as part of a “plan plan” (or series of related transactions)” ) within the meaning of Section 355(e) of the Code of which the Merger is also a part), neither FSIC Company nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Company nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC or any of its Consolidated Subsidiaries. Neither FSIC nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed ) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) FSIC Each of FSGI and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to before the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities (including, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material Tax Return of FSIC FSGI and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the IRS or other relevant taxing authorityIRS. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC FSGI or any of its Consolidated Subsidiaries for which FSIC FSGI does not have reserves that are adequate under GAAP. Neither FSIC Except as may be disclosed on Section 4.10(a) of the FSGI Disclosure Schedule, neither FSGI nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax Tax-sharing, allocation -allocation or indemnification -indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC FSGI and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e5) of the Code of which the Merger is also a part)years, neither FSIC FSGI nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC FSGI nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC FSGI or any of its Consolidated Subsidiaries. Neither FSIC FSGI nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). Neither FSGI nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would prevent, such entity has properly disclosed such transaction in accordance with or would be reasonably likely to prevent, the applicable Tax regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) FSIC Each of Parent and each of its Consolidated Subsidiaries has duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local information returns and Tax Returns returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than (i) Taxes or other governmental charges that are not yet delinquent or are being contested in good faith, faith or have not been finally determined and have been adequately reserved against under GAAP, or (ii) information returns, Tax returns or Taxes as to which the failure to file, pay or make provision for would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. No All such Tax returns are accurate and complete in all material Tax Return of FSIC or any Consolidated Subsidiary has been examined by the IRS or other relevant taxing authorityrespects. There are no material disputes pending, or written to the knowledge of Parent, claims asserted, for Taxes or assessments upon FSIC Parent or any of its Consolidated Subsidiaries for which FSIC Parent does not have reserves that are adequate under GAAP. Neither FSIC Parent nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Parent and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Parent nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and Code. Parent has no liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise. No closing agreement pursuant to which Section 355 7121 of the Code (or so much any similar provision of Section 356 of the Codestate, as it relates local or foreign law) has been entered into by or with respect to Section 355 of the Code) applied or was intended to applyParent. Neither FSIC nor any of its Consolidated Subsidiaries is All Taxes required to include be withheld, collected or deposited by or with respect to Parent have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority, except for failures to so withhold, collect or deposit that are immaterial, individually and in income the aggregate. Parent has not been requested to grant, nor has it granted, any adjustment pursuant to Section 481(a) waiver of the Codeany federal, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC state, local or foreign statute of limitations with respect to, or any extension of its Consolidated Subsidiariesa period for the assessment of, any Tax, which waiver or extension has not since expired. Neither FSIC nor any of its Consolidated Subsidiaries Parent has not participated in a any “listed transaction” or “reportable transaction” or “tax shelter” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven yearsCode requiring it to file, if FSIC register, prepare, produce or maintain any disclosure, report, list or any other statement or document under Sections 6111 or 6112 of its Consolidated Subsidiaries has participated in the Code. Parent is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reportable transaction” reorganization within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with 368(a) of the applicable Tax regulationsCode.

Taxes and Tax Returns. (a) FSIC Each of North Fork and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material The federal, state and local income Tax Return returns of FSIC or any Consolidated Subsidiary has North Fork and its Subsidiaries have been examined by the IRS Internal Revenue Service (the "IRS") and any applicable state and local tax authorities for all years to and including 2000 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC North Fork or any of its Consolidated Subsidiaries for which FSIC North Fork does not have reserves that are adequate under GAAP. Neither FSIC North Fork nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC North Fork and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC North Fork nor any of its Consolidated Subsidiaries has been a “"distributing corporation” " or a “"controlled corporation” " in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC North Fork nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC North Fork or any of its Consolidated Subsidiaries. Section 3.10(a) of the North Fork Disclosure Schedule sets forth the aggregate balance of the reserve for bad debts described in Section 593(g)(A)(ii) of the Code and any similar provision under state or local laws and regulations of North Fork and its Subsidiaries as of December 31, 2005. Neither FSIC North Fork nor any of its Consolidated Subsidiaries has participated in a “listed "reportable transaction” " within the meaning of Treasury Regulation Section section 1.6011-4(b)(24(b)(1). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.

Taxes and Tax Returns. (a) FSIC Each of Hibernia and each of its Consolidated Subsidiaries has duly and timely filed (taking into account including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns returns being accurate and complete in all material respects), has paid all material Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPagainst. No material The federal, state and local income Tax Return returns of FSIC or any Consolidated Subsidiary has Hibernia and its Subsidiaries have been examined by the IRS Internal Revenue Service (the “IRS”) and any applicable state and local tax authorities for all years to and including 2000 and any liability with respect thereto has been satisfied or other relevant taxing authorityany liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon FSIC Hibernia or any of its Consolidated Subsidiaries for which FSIC Hibernia does not have reserves that are adequate under GAAP. Neither FSIC Hibernia nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among FSIC Hibernia and its Consolidated Subsidiaries). Within the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part)years, neither FSIC Hibernia nor any of its Consolidated Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution of stock which qualified or was intended to qualify under Section 355(a) of the Code and to which Section 355 of the Code (or so much of Section 356 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither FSIC Hibernia nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by FSIC Hibernia or any of its Consolidated Subsidiaries. The aggregate balance of the reserve for bad debts described in Section 593(g)(2)(A)(ii) of the Code and any similar provision under state or local laws and regulations of Hibernia and its Subsidiaries is zero. Neither FSIC Hibernia nor any of its Consolidated Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if FSIC or any of its Consolidated Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1), such entity has properly disclosed such transaction in accordance with the applicable Tax regulations.